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 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.
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.
Examples of Drag-Along in a sentence
During the Voting Period, any Token Holder may call the functions 'voteYes' and 'voteNo' to vote on the Drag-Along Offer.
For the avoidance of doubt and notwithstanding anything to the contrary contained herein, a right of first refusal applicable to a Party, if any, and the Tag-Along Right (Section 2) shall not apply in case of a Drag-Along Event.
The Drag-Along Notice shall be accompanied by copies of all documents evidencing the key terms and conditions (including as to the consideration) of the proposed sale and transfer of all shares to the Proposed Acquirer.
In case of a Drag-Along Event, the Relevant Selling Shareholders shall notify the Parties in accordance with Section 6 ("Drag-Along Notice").
For the purposes of clarity, the Drag-Along Notice shall be issued by the Investor/investors collectively holding more than 50.00 percent of the equity shares of the company.
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. 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:
Drag-Along has the meaning given to it in paragraph 3.9.2 of Schedule 13;
Drag-Along. Right. In the event that the Board and the holders of at least sixty percent (60%) of the then outstanding shares of Preferred Stock (on an as-converted basis) approve a Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation) (a “Sale of the Company”), then each Investor and Common Holder hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or dispositive authority:
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.
Drag-Along. Sale shall have the meaning specified in Article 9.3.1.
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...