Common use of Terms of Drag-Along Clause in Contracts

Terms of Drag-Along. The terms of the Drag-Along Offer shall be in accordance with the terms of the underlying agreement between the selling Shareholder(s) and the Acquirer with the following minimum terms: a) For each Share, the purchase price shall be the same (subject to liquidation preferences or other agreements between Shareholders). b) Each Token Holder's liability as well as representations and warranties shall, to the extent legally permissible, be excluded. The Token Holders hereby irrevocably, subject only to the condition precedent that the Drag-Along Offer is accepted as per Section 3.3, accept and enter into a sales agreement with the Acquirer with the above terms.

Appears in 2 contracts

Samples: Shareholder Agreement, Shareholder Agreement

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Terms of Drag-Along. The terms of the Drag-Along Offer shall be in accordance with the terms of the underlying agreement between the selling Shareholder(s) Relevant Approving Shareholders and the Proposed Acquirer with the following minimum terms: a) For each Share, the purchase price shall be the same (subject to liquidation preferences or other agreements between Shareholders). b) Each Token Holder's holder of Share Tokens liability as well as representations and warranties shall, to the extent legally permissible, be excluded. The Token Holders hereby irrevocably, subject only to the condition precedent that the Drag-Along Offer is accepted as per Section 3.37, accept and enter into a sales agreement with the Proposed Acquirer with the above terms.

Appears in 1 contract

Samples: Token Shareholder Agreement

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Terms of Drag-Along. The terms of the Drag-Along Offer shall be in accordance with the terms of the underlying agreement between the selling Shareholder(s) and the Acquirer with the following minimum terms: a) For each Share, the purchase price shall be the same (subject to liquidation preferences or other agreements between Shareholders). b) Each Token Holder's liability as well as representations and warranties shall, to the extent legally permissible, be excluded. The Token Holders Shareholders hereby irrevocably, subject only to the condition precedent that the Drag-Along Offer is accepted as per Section 3.34, accept and enter into a sales agreement with the Acquirer with the above terms.

Appears in 1 contract

Samples: Shareholder Agreement

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