The Drag. Along Sellers shall deliver to each Drag-Along Shareholder written notice (the “Drag-Along Notice”) of any Transfer proposed to be made pursuant to Clause 4.6.1 not later than the twentieth day prior to the proposed Drag-Along Sale, which notice shall set out:
(a) the type and amount of consideration to be paid by the Purchaser for each Share;
(b) the person who has expressed an interest in acquiring the Shares;
(c) the number of Drag-Along Securities that each such Drag-Along Shareholder may be required to Transfer (as determined pursuant to Clause 4.5.1); and
(d) all other material terms and conditions, if any, of such transaction.
The Drag. Along Offer shall be irrevocable. For the purposes of this Agreement, a "QUALIFYING OFFER" is a Third Party Offer: (i) received before April 22, 2006; and (ii) pursuant to which the holders of the Series A Shares purchased by EdgeStone pursuant to the Subscription Agreement (including any Series A Shares purchased pursuant to the EdgeStone Purchase Option) would be entitled to receive aggregate proceeds, payable in cash, equal to not less than two (2) times the aggregate amount of the Issue Price for each Series A Share held by such Persons.
(b) The Drag-Along Offer shall:
(i) not provide a Collateral Benefit to any Shareholder or any Affiliate or Related Party thereof (other than, to the extent that proceeds are distributed in accordance with the Articles of Amendment, in the case of any holder of Preferred Shares, the right of such holder to receive the Series A Liquidation Preference per Share or the Series B Liquidation Preference per Share, as applicable);
(ii) require each of the Shareholders to provide such representations, warranties and indemnities as are reasonably requested by the Third Party; and
(iii) provide that each such Shareholder's liability for representations, warranties and indemnities provided to the Third Party shall be limited to such Shareholder's share of the proceeds received from the transaction.
(c) The Forced Shareholders shall be obliged to accept the Drag-Along Offer (or otherwise take all necessary action to cause the Corporation to consummate the proposed transaction, as applicable) within 3 Business Days of receipt or such other period agreeable to the Accepting Shareholders. The acceptance of the Drag-Along Offer shall be made in writing and a copy of the acceptance (or of the accepted Drag-Along Offer) shall be delivered to the Accepting Shareholders within such 3 Business Day period.
(d) If any of the Forced Shareholders do not deliver an acceptance of the Drag-Along Offer within the 3 Business Day period referred to above, the Secretary of the Corporation (the "DRAG-ALONG OFFER ATTORNEY") shall be entitled to accept the Drag-Along Offer on behalf of such Forced Shareholders and to deliver the acceptance to the Third Party and, for such purpose, each of the Forced Shareholders hereby appoints the Drag-Along Offer Attorney as its attorney, on the terms set forth in Section 11.2, with full power of substitution, in the name of the Forced Shareholder to accept the Drag-Along Offer and to execute and deliver all documents...
The Drag. Along Seller shall provide notice of such Qualifying Drag-Along Sale to the Company and MDZ (a “Qualifying Drag-Along Sale Notice”) not later than 30 days prior to the proposed Qualifying Drag-Along Sale. The Qualifying Drag-Along Sale Notice shall contain the following: (i) the number of Shares owned by NewCo; (ii) the identity of the Third Party to whom the Transfer is to be made, if then known (the “Qualifying Drag-Along Transferee”); (iii) the consideration per Share for which a Transfer is proposed to be made (the “Target Qualifying Drag-Along Sale Price”), as well as the aggregate consideration to be paid for all Shares to be sold (provided, that in the case of any non-cash consideration, such consideration consists of marketable securities of public companies that are traded on the New York Stock Exchange, NASDAQ, London Stock Exchange or Toronto Stock Exchange, and whose average daily trading volume for the six months prior to the date of the Qualifying Drag-Along Sale Notice is at least 7.5% of the amount of securities that would be given to MDZ as consideration); (iv) a copy of any purchase contract with the Qualifying Drag-Along Transferee and (v) all other material terms and conditions of the Qualifying Drag-Along Sale, to the extent then determined.
The Drag. Along Seller shall have a period of 180 days from the date of receipt of the Drag-Along Sale Notice to enter into a definitive agreement providing for the Drag-Along Sale on the terms and conditions set forth in such Drag-Along Sale Notice, which Drag-Along Sale shall be promptly consummated, subject to fulfilling any closing conditions and obtaining any required regulatory approvals. If the Drag-Along Seller has not entered into a definitive agreement providing for the Drag-Along Sale within such 180-day period and the Drag-Along Seller proposes to effect a Drag-Along Sale after such 180-day period, the Drag-Along Seller shall again comply with the procedures set forth in this Article 84.
The Drag. Along Members shall be given written notice stating that the Selling Members are exercising their rights under this Section 9.03 and setting forth the total consideration to be paid by the Purchaser, and the other terms and conditions of the proposed purchase by the Purchaser. Simultaneously with or reasonably promptly after receipt of such notice, the Drag-Along Members will be provided with such documents reasonably necessary to transfer the Interests of the Drag-Along Members to the Purchaser (the "Transfer Documents"). Within ten (10) calendar days following the delivery of the Transfer Documents, the Drag-Along Members shall deliver to the Selling Members the Transfer Documents duly executed, together with all other documents required to be executed in connection with the proposed purchase. In the event that the Drag-Along Members have failed to deliver the Transfer Documents to the Selling Members as required by the foregoing sentence, the Company shall cause its books and records to show that the Purchaser, upon payment of the consideration, has succeeded to the appropriate portion of the Capital Accounts and Interests of the Drag-Along Members in the Company.
The Drag. Along Sellers shall deliver to each Drag-Along Shareholder written notice (the “Drag-Along Notice”) of any Transfer proposed to be made pursuant to paragraph 4.1 not later than the twentieth day prior to the proposed Drag-Along Sale, which notice shall set out:
The Drag. Along Members shall give each Obligated Member written notice (the “Drag-Along Notice”) of any Sale of the Company transaction at least twenty (20) calendar days prior to the date on which such transaction shall be consummated, including the terms and conditions thereof, and each Obligated Member shall have the obligation to sell its Units on such same terms and conditions in accordance with the instructions set forth in such notice. If the Transfer referred to in the Drag-Along Notice is not consummated within ninety (90) calendar days from the date of the Drag-Along Notice, the Drag-Along Members must deliver another Drag-Along Notice in order to exercise its rights pursuant to this with respect to such Transfer or any other Transfer.
The Drag. Along Right shall terminate upon a Qualified Initial Public Offering.
The Drag. Along Notice shall make reference to the Selling Members’ rights and obligations hereunder and shall describe in reasonable detail:
(i) the name of the Person to whom such Units are proposed to be sold; sale;
(ii) the proposed date, time and location of the closing of the
(iii) the number of Units to be sold by the Selling Members, the per Unit purchase price and the other material terms and conditions of the Drag-Along Sale, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof;
(iv) the action or actions requested or required by the Drag- Along Member or the Transferee in the proposed Drag-Along Sale of each Drag-Along Member (without limiting those that may be requested or required in the future) in order to complete or facilitate such proposed Drag-Along Sale (including (1) the Transfer of Units owned by the Drag-Along Member, (2) the execution and delivery of any merger, asset purchase, security purchase, recapitalization or other agreement (including any confidentiality agreement or any non-competition, non-solicitation or other restrictive covenants agreement), as applicable, and/or (3) the filing of any and all notices, registrations, applications or other forms necessary to comply with any regulatory requirements); and
(v) a copy of any form of agreement proposed to be executed in connection therewith.
The Drag. Along Buyer shall have the right, in its sole discretion and without the consent of any other person, to cause the liquidation and dissolution of any Minority Owned VEBA Holdco at any time following delivery of Transferring VEBA Holdco Interests in such constituent VEBA Holdco to the Drag-Along Buyer pursuant to Section 14.4. VEBA shall receive its pro rata amount of any net liquidation proceeds.
