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 B 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.
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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.
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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.
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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).
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To exercise a Drag. Along Right, MEIF shall give to each Non-MEIF Shareholder a written request (DRAG-ALONG REQUEST) containing:
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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).
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Related to To exercise a Drag

  • Right to Exercise; Exercise Price The Holder shall have the right to exercise this Warrant at any time and from time to time during the period beginning on the Issue Date and ending on the Expiration Date as to all or any part of the shares of Common Stock covered hereby (the “Warrant Shares”). The “Exercise Price” for each Warrant Share purchased by the Holder upon the exercise of this Warrant shall be $2.50, subject to adjustment for the events specified in Section 6 below.

  • Failure to Exercise Option To the extent that following termination of employment or service, the Option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the Option shall cease and terminate.

  • 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 a notice of intent to exercise in the manner designated by the Committee. 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.

  • Right to Exercise Option 3.1 The right to exercise the Option shall terminate forthwith upon the Employee ceasing to be an employee of a Group Company except in the following cases:

  • Form of Exercise Notice To: XXXX Xxx Sheung (the “Transferor”) From: WANG HONG 王宏 (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 [ ]: Transferee Option Shares Exercise Price/ Alternative Exercise Price 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: ____________ a “Cash Exercise” with respect to _________________ Warrant Shares; and/or ____________ a “Cashless Exercise” with respect to _______________ Warrant Shares.

  • 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 In the event that the Rights Holders fail to exercise in full the right of first refusal within such ten (10) plus five (5) day period, then the Company shall have 120 days thereafter to sell the New Securities with respect to which the Rights Holders' rights of first refusal hereunder were not exercised, at a price and upon general terms not materially more favorable to the purchasers thereof than specified in the Company's Notice to the Rights Holders. In the event that the Company has not issued and sold the New Securities within such 120-day period, then the Company shall not thereafter issue or sell any New Securities without again first offering such New Securities to the Rights Holders pursuant to this Section 3.

  • 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.

  • No Obligation to Exercise Options Notwithstanding any provision in this Agreement to the contrary, nothing in this Agreement shall obligate Stockholder to exercise any stock option of the Company or other right to acquire shares of Common Stock.

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