Drag-Along definition
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 of Members Subject to obtaining the Supermajority Approval of the Members in accordance with Section 5.6 with respect to any such proposed Transfer if required thereby, in the event that prior to the occurrence of an Initial Public Offering, any Initial Member acting alone or Initial Members acting together (a “Dragging Member” or if more than one such Initial Member, together the “Dragging Members”), propose to Transfer (other than to other Members and/or to Permitted Transferees of Members) in one or more related transactions greater than *** of the total number of Units then issued and outstanding (excluding Units in the Company’s treasury (if any)) to a non-Affiliate and on a third party arms length negotiated sale basis, the Dragging Member will have the right, exercisable upon not less than *** days’ prior written notice, to require that the other Members Transfer all or any portion of the Units owned by them on substantially similar terms and conditions as the Transfer of Units proposed to be made by the Dragging Member(s). Such terms and conditions shall include, without limitation: the sales price paid or deemed paid per Unit; the payment of fees, commissions and expenses; and, subject to the limitations set forth below, the provision of representations, warranties and indemnifications; provided that, subject to the limitations set forth below, any indemnification provided by a Member shall (except with respect to legal title to such Member’s Units which are included in the Transfer) be pro rata in proportion with the total consideration to be received by such Member in the transfer relative to the total consideration to be received by the other Members. Notwithstanding the foregoing, a Member will not be required to comply with this Section 8.3 in connection with any specific Transfer unless:
(a) any representations and warranties to be made by such Member in connection with the Transfer are limited to representations and warranties related to authority, ownership of the applicable Units held by such Member and the ability to convey title to such Units;
(b) the Member shall not be liable for the inaccuracy of any representation or warranty made by any other individual or entity in connection with the Transfer, other than the Company;
(c) the liability for indemnification, if any, of such Member in the Transfer and for the inaccuracy of any representations and warranties made by the Company in connection with such Transfer, is several and n...
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.
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).
Any Membership Units acquired pursuant to the exercise of the Options shall be subject to certain Tag-Along and Drag-Along rights in accordance with Article VI of the LLC Agreement.
More Definitions of Drag-Along
Drag-Along means the drag-along option contained article 22 of the Company Articles;
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. Sale shall have the meaning specified in Article 9.3.1.
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 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.