To exercise a Drag Sample Clauses

To exercise a Drag. Along Right, the Control Holder shall first give notice in writing (the "Drag-Along Notice") to each Holder and the Company setting forth (i) the name and address of the proposed purchaser and (ii) the proposed purchase price, terms of payment and other material terms and conditions of the proposed purchaser's offer. Each Holder shall thereafter be obligated to sell all of his shares of Common Stock or Preferred Stock subject to such Drag-Along Notice; provided, however, that no Holder shall be obligated to sell any shares of Common Stock or Preferred Stock then owned by such Holder unless such Holder shall realize an internal rate of return on such Holder's investment in the Company of at least 30%.
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To exercise a Drag. Along Right, the Transferring Investors shall give each other Common Holder and the Company a written notice (for purposes of this Section 1(c), a "Drag-Along Notice") containing (a) the aggregate number of shares of Common Stock (and, if prior to a Separation Event, the Investment Units) that the Proposed Transferee proposes to acquire from the Transferring Investors and the other Common Holders, (b) the name and address of the Proposed Transferee and (c) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Common Holder shall thereafter be obligated, subject to applicable law, to sell all (but not less than all) of its shares of Common Stock (and, if prior to a Separation Event, its Investment Units) as provided in such Drag-Along Notice, provided that the sale to the Proposed Transferee is consummated within one hundred and twenty (120) days of delivery of the Drag-Along Notice. If the sale is not consummated within such 120-day period, then each Common Holder shall no longer be obligated to sell such Common Holder's shares of Common Stock (or, if prior to a Separation Event, Investment Units) pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 1(c) with respect to any subsequent Drag-Along Rights.
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To exercise a Drag. Along Right, Birch shall give each Purchaser a written notice (a "Drag-Along Notice") containing the name and address of the Birch Transferee and the proposed purchase price, terms of payment, number of shares being sold by Birch and other material terms and conditions of Birch's offer. Each Purchaser shall thereafter be obligated to sell such number of shares of Series A Preferred Stock, subject to such Drag-Along Notice; provided that the sale to the Birch Transferee is consummated within 150 days of delivery of the Drag-Along Notice. If such sale is not consummated within such 150-day period, then the Corporation shall in good faith promptly notify each Purchaser of such fact and each Purchaser shall no longer be obligated to sell its shares pursuant to that specific Drag-Along Right, but shall remain subject to the provisions of this Section 7.3.
Sample 1
To exercise a Drag. Along Right, Warburg shall give each Shareholder a written notice (for purposes of this Clause 8(e), a "Drag-Along Notice") containing (1) the name and address of the Proposed Transferee and (2) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Shareholder shall thereafter be obligated to sell the shares of Common Stock (including shares of Common Stock issuable upon exercise of any subscription rights or options held directly or indirectly by such Shareholder), and/or, if applicable, Preferred Stock subject to such Drag-Along Notice; provided that the sale to the Proposed Transferee is consummated within ninety (90) days of delivery of the Drag-Along Notice. If the sale is not consummated within such 90-day period, then each Shareholder shall no longer be obligated to sell such Shareholder's shares pursuant to that specific Drag Along Right, but shall remain subject to the provisions of this Clause 8(e).
Sample 1
To exercise a Drag. Along Right, the Proposing Shareholders shall give each Stockholder a written notice (the "Drag Along Notice") containing (a) the aggregate number of shares of Common Stock or Common Stock equivalents that the Proposed Transferee proposes to acquire from the Proposing Shareholders and the Stockholders, (b) the name and address of the Proposed Transferee and (c) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Stockholder shall thereafter be obligated, subject to applicable law and any other applicable restrictions, to convert all shares of Series A Preferred Stock held by such Stockholder and to sell all (but not less than all) of its shares of Common Stock as provided in such Drag Along Notice, provided that the sale to the Proposed Transferee is consummated within thirty (30) days of delivery of the Drag Along Notice; provided, however, that such Stockholder shall agree to enter into a purchase agreement in form and substance approved by the Proposing Shareholders to the extent such agreement shall contain customary representations as to ownership of the shares to be purchased and the absence of liens thereon. If the sale is not consummated within such thirty (30) day period, then each Stockholder (i) shall no longer be obligated to sell such Stockholder's shares of Common Stock pursuant to such Drag Along Right but shall remain subject to the provisions of this Section 3.5 with respect to any subsequent proposed transfer described in this Section 3.5 and (ii) shall be entitled to nullify the conversion of such Stockholder's shares of Series A Preferred Stock and to continue to hold shares of Series A Preferred Stock as if such Drag Along Notice had never been received.
Sample 1
To exercise a Drag. Along Right, MEIF shall give to each Non-MEIF Shareholder a written request (DRAG-ALONG REQUEST) containing: (a) the name and address of the Proposed Transferee; (b) the offered price per Share (and offered price for each Non-MEIF Shareholder's rights and obligations under its Preferred Equity Certificate Agreement, as the case may be), and (c) the terms of payment and other material terms and conditions of the Proposed Transferee's offer (including the terms and conditions relating to the concurrent SEW Coinvestment Agreement sale by MEIF of its rights and obligations under its Preferred Equity Certificate Agreement to the Transferee, pursuant to clause 12.3).
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To exercise a Drag. Along Right, WPEP shall give Mount Everest a written notice (for purposes of this Section 4.3, a "Drag-Along Notice") containing (1 ) the name and address of the Proposed Transferee and (2) the proposed purchase price, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Mount Everest shall thereafter be obligated to sell its Shares, provided that the sale to the Proposed Transferee -------- is consummated within ninety (90) days of delivery of the Drag-Along Notice. If the sale is not consummated within such 90-day period, then Mount Everest shall no longer be obligated to sell such Mount Everest's Shares pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this Section 4.3.
Sample 1
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To exercise a Drag. Along Right, the Manager shall give each Member a written notice (a "Drag-Along Notice") containing a description of (i) the name and address of the Proposed Transferee and (ii) the proposed purchase price of the Units, terms of payment and other material terms and conditions of the Proposed Transferee's offer. Each Member shall thereafter be obligated to sell the Drag-Along Units on the terms set forth in the Drag-Along Notice, provided that the sale to the Proposed Transferee is consummated within one hundred eighty (180) days of delivery of the Drag-Along Notice. If the sale is not consummated within such one hundred eighty (180) day period, then each Member shall no longer be obligated to sell such Member's Units pursuant to that specific Drag-Along Right, but shall remain subject to the provisions of this Section.
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To exercise a Drag. Along Right, the DAR Selling Member shall give written notice to each other Member of its intention to sell its interest, to exercise its Drag-Along Right and of the terms and conditions of the proposed sale, including the consideration offered and the date upon which the sale is proposed to be made (the "Drag-Along Notice"). Thereafter, each other Member shall be obligated to sell its interest subject to such Drag-Along Notice, provided, that the sale to the Proposed Purchasers is consummated at a price equal or greater and on terms and conditions no more favorable in the aggregate to the Proposed Purchaser than those set forth in the Drag-Along Notice and within ninety (90) days of delivery of the Drag-Along Notice. If the sale is not consummated within such 90-day period, then each Member shall no longer be obligated to sell such Member's interests pursuant to that specific Drag-Along Right but shall remain subject to the provisions of this paragraph 16(f).
Sample 1

Related to To exercise a Drag

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the number of Shares of Common Stock being purchased; (c) any restrictions imposed on the Shares; and (d) any representations, warranties and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

  • Form of Exercise Notice To: XXXX Xxx Sheung (the “Transferor”) From: XXX Xxxxxxxx 郝建明 (the “Transferee”) We refer to the Share Transfer Agreement (the “Share Transfer Agreement”) dated April 26, 2010 made between the Transferee and the Company. Terms defined in the Share Transfer Agreement shall have the same meanings as used herein. We hereby give you notice that we require you to sell to us / [Nominees’ names] in accordance with the terms and conditions of the Share Transfer Agreement, the following Option Shares at the Exercise Price set out below, subject to the terms and conditions set out in the Share Transfer Agreement Completion shall take place at [ ] on [ ] at the office of [ ]: Dated this day of , 20 Yours faithfully ___________________________ Name: Title: For & on behalf of Transferee Part II

  • Form of Exercise Price The Holder intends that payment of the Exercise Price shall be made as (check one): ☐ a cash exercise with respect to _________________ Warrant Shares; or ☐ by cashless exercise pursuant to the Warrant.

  • Form of Exercise Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

  • Failure to Exercise Upon the expiration of the Second Participation Period, or in the event no Participation Rights Holder exercises the Right of Participation within thirty (30) days following the issuance of the First Participation Notice, the Company shall have ninety (90) days thereafter to sell the New Securities described in the First Participation Notice (with respect to which the Right of Participation hereunder were not exercised) at the same or higher price and upon non-price terms not materially more favorable to the purchasers thereof than specified in the First Participation Notice. In the event that the Company has not issued and sold such New Securities within such ninety (90) day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Participation Rights Holders pursuant to this Section 3.

  • Manner of Exercise and Payment 5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by delivery of written notice to the Company, at its principal executive office. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option. 5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for the Shares in respect of which the Option is being exercised, in cash, by check or by transferring Shares to the Company having a Fair Market Value on the day preceding the date of exercise equal to the cash amount for which such Shares are substituted. 5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 17 of the Plan, take such action as may be necessary to effect the transfer to the Optionee of the number of Shares as to which such exercise was effective. 5.4 The Optionee shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to any Shares subject to the Option until (i) the Option shall have been exercised pursuant to the terms of this Agreement and the Optionee shall have paid the full purchase price for the number of Shares in respect of which the Option was exercised, (ii) the Company shall have issued and delivered the Shares to the Optionee, and (iii) the Optionee's name shall have been entered as a stockholder of record on the books of the Company, whereupon the Optionee shall have full voting and other ownership rights with respect to such Shares.

  • Right to Exercise This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.

  • Method of Exercise and Payment Subject to Section 8 hereof, to the extent that the Option has become vested and exercisable with respect to a number of shares of Common Stock as provided herein, the Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Option as provided herein and in accordance with Sections 6.4(c) and 6.4(d) of the Plan, including, without limitation, by the filing of any written form of exercise notice as may be required by the Committee and payment in full of the Per Share Exercise Price specified above multiplied by the number of shares of Common Stock underlying the portion of the Option exercised.

  • No Obligation to Exercise Option The grant and acceptance of this option imposes no obligation on the Optionee to exercise it.

  • Notice to Allow Exercise by Xxxxxx If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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