Drag-Along. If one or more Investor Parties holding collectively at least 50% of Purchaser’s Common Shares propose to sell their Common Shares to a third party (not constituting permitted transferees), and such sale shall have been approved by FBT, then the selling Investor Parties shall have the right to require all of the other Investor Parties to include in such sale the Common Shares of such other Investor Parties. Budget Approval: Management will prepare and submit to the Board for approval, at least thirty days prior to the end of each fiscal year, (i) a comprehensive operating budget forecasting Purchaser’s revenues, expenses, and cash position on a quarter-to-quarter basis for the upcoming fiscal year and (ii) a quarter-to-quarter capital expenditure budget for the upcoming fiscal year.
Drag-Along. Rights Against Class B Members and Class C Members. In the event that any or all of the Initial Class A Members propose to transfer, in any single or series of related transactions, twenty percent (20%) or more of the aggregate Class A Membership Interests then owned by all the Initial Class A Members other than to one or more of their respective Affiliates or to other Members and their Affiliates, the Initial Class A Member(s) will have the right, exercisable upon not less than fifteen (15) days' prior written notice from such Initial Class A Member(s), to require that the Class B Members and Class C Members transfer their Class B Membership Interests and Class C Membership Interests, respectively, owned by such Class B Members and Class C Members on the same terms and conditions as the transfer of Class A Membership Interests proposed to be made by the Initial Class A Members. Such terms and conditions shall include, without limitation: the sales price paid; the payment of fees, commissions and expenses; the provision of representations, warranties and indemnifications; provided that any indemnification provided by the Class B Members or the Class C Members, as the case may be, shall (except with respect to legal title to the relevant securities) be pro rata in proportion with the total consideration to be received by the Class B Members or the Class C Members, as the case may be, relative to the total consideration to be received by the Initial Class A Members. The number of Class B Membership Interests and Class C Membership Interests to be sold by each Class B Member and Class C Member, respectively, shall be a percentage of the aggregate Class B Membership Interests and Class C Membership Interests owned by such Class B Member and Class C Member, respectively, that is equal to the percentage of the aggregate Class A Membership Interests owned by the Initial Class A Members that are being transferred, and such Class B Membership Interests and Class C Membership Interests shall be converted into Class A Membership Interests based upon the Fair Value of Class B Membership Interests and Class C Membership Interests at such time, as determined in good faith by the Management Committee; provided that such Class B Members and Class C Members will be obligated to sell their Vested Securities on a first priority basis prior to selling any remaining Class B Membership Interests or Class C Membership Interests. Each of the Class B Members and the Class C Member...
Drag-Along means the requirement of the Voting Agreement Parties to take certain actions upon the approval of a “Sale of the Company”, as such term is defined in the Voting Agreement, to comply with the requirements of Section 2 of the Voting Agreement.
Examples of Drag-Along in a sentence
The Notice shall contain written notice of the exercise of the Drag-Along Right pursuant to this Section 8.6, setting forth the consideration to be paid by the Drag-Along Purchaser and the other material terms and conditions of the Drag-Along Sale.
The price payable in such Transfer shall be the Drag-Along Sale Price.
The Drag-Along Agreement, not as part of this Agreement, is to be presented separately to all Series A Convertible Preferred Investors.
The Shares acquired upon exercise of this Option shall be subject to the Drag-Along Rights as set forth in Sections 4.2 and 4.3 of the Stockholders Agreement (whether or not the Participant is a signatory thereof), the provisions of such Sections 4.2 and 4.3 of the Stockholders Agreement to apply mutatis mutandis to this Agreement.
If so requested by the applicable Investor(s) or the Company, the Employee will confirm the preceding sentence in writing in form and substance reasonably satisfactory to such Investor promptly upon receipt of a Drag-Along Notice (and in any event no later than 10 days after receipt of the Drag-Along Notice).
More Definitions of Drag-Along
Drag-Along. If Moon proposes to sell all or a portion of its Equity Interests in Moon Sub to an unaffiliated third party resulting in a Change in Control (as defined in the Employment Agreement Term Sheet), it will have the right to drag along any other members of Moon Sub in the transaction. The non-dragging member or members will be dragged along in the same proportion and on the same terms as those applicable to Equity Interests held by the dragging member or group of members (including proportionate responsibility for customary indemnities made or other customary liabilities reasonably incurred in connection with any such sale). Tag-Along: If Moon, together with any of its affiliates, proposes to transfer all or a portion of its Equity Interest in Moon Sub to an unaffiliated third party resulting in a Change in Control and Moon has not exercised its drag-along right, the management equity holders will have tag along rights. The tagging equity holders will tag-along in the same proportion and on the same terms as those applicable to Equity Interests held by Moon (including proportionate responsibility for any indemnities or other liabilities reasonably incurred in connection with any such sale). Equity Sales: In the event that any management member’s employment with the Company is terminated by the Company for Cause (as defined in the Employment Agreement Term Sheet as applicable), such member will be required to sell and Moon Sub will be required to purchase all, but not less than all, of the vested Equity Interests in Moon Sub held by such management member, including vested equity interests acquired through the Retention Equity Compensation Plan, at the lesser of Fair Market Value and the purchase price paid for such Equity Interest payable within 60 days of such termination, with Fair Market Value based on the most recent Fair Market Value determination made by the Board. In the event that any management member’s employment with the Company is terminated without Cause or for Good Reason (as defined in the Employment Agreement Term Sheet, as applicable) or as a result of Moon Sub’s non-renewal of such management member’s employment agreement, if any, the management member will have a put option to require Moon Sub to purchase within 60 days of such termination all, but not less than all, of the vested Equity Interests in Moon Sub held by such management member, including vested Equity Interests acquired through the Retention Equity Compensation Plan, at Fair Mar...
Drag-Along means the right or option of a Seller or any Affiliate of a Seller under any Assigned Contract, Lease or other instrument binding on any Seller, any Affiliate of Seller or the Assets to require and cause a Person to directly or indirectly sell, transfer, dispose, or assign any interest in any of the Assets.
Drag-Along means the requirement of each Minority Shareholder (as defined in the CorpAcq Articles) to take certain actions in connection with and to give effect to the Drag Along Sale and comply with the requirements of article 52 of the CorpAcq Articles.
Drag-Along has the meaning stated in Clause 5.4.
Drag-Along has the meaning given to it in paragraph 3.9.2 of Schedule 13;
Drag-Along. Sale shall have the meaning specified in Article 9.3.1.
Drag-Along means the requirement of the Stockholder Agreement Parties to take certain actions upon the approval of a “Sale of the Company”, as such term is defined in the Stockholders Agreement, to comply with the requirements of Section 3 of the Stockholders Agreement.