Drag Holders definition

Drag Holders shall have the meaning ascribed to it in Section 9.2 of this Agreement.
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Drag Holders shall have the meaning ascribed to it in the Memorandum and Articles.
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Drag Holders each has the meaning set forth in Section 11.1.
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Examples of Drag Holders in a sentence

  • If any Dragged Holder does not elect to vote, or give its written consent to the Drag-Along Sale, such Dragged Holder shall be obligated to purchase all the shares held by the Drag Holders and other Dragged Holders who has consented to participate in the Drag-Along Sale at the price upon terms offered for the Drag-Along Sale.

  • In such event, the Dragged Holders who do not wish to sell their shares shall make a matching offer to purchase from all other relevant shareholders the shares proposed to be sold by any other such shareholders on no less favorable terms than the bona fide offer within thirty (30) Business days of the request for a Drag-Along Notice issued by the Drag Holders.

  • The only circumstances where we do not charge VAT (in relation to fees) are where we are billing an individual or company residing in a country that is outside of the UK.

  • The Defaulting Holder shall, upon receipt of the foregoing, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, in cash by wire transfer of immediately available funds or by other means acceptable to the Drag Holders.

  • If the Drag Holders approve an Approved Sale, they shall deliver written notice thereof to the Company, and the Company promptly thereafter shall deliver such notice to each other Shareholder setting forth in reasonable detail the terms (including price, time and form of payment) of any Approved Sale (the “Drag-Along Notice”).

  • The Company shall concurrently therewith record such transfer on its books and update its register of members and will promptly thereafter and in any event within five (5) days reissue certificates to the Drag Holders reflecting the new securities held by them giving effect to such transfer.

  • Each Shareholder furthermore agrees to make other customary covenants on a several but not joint and several basis and take all necessary actions in connection with the consummation of such Deemed Liquidation Event and to effect the sale and transfer under this Section 3 as reasonably requested by the Drag Holders, provided that it shall be liable only up to the net proceeds paid to such Shareholder in connection with such Deemed Liquidation Event.

  • Accordingly and notwithstanding any provision of this Agreement to the contrary, and solely with respect to the Drag Holders, in the event that any provision of this Agreement is deemed to not comply with the provisions of Section 2 of the Voting Agreement, including the limitations specified in Section 2.3 thereof, then such provision of this Agreement shall deemed to be automatically amended, solely as to the Drag Holders, to the extent necessary comply with Section 2 of the Voting Agreement.

  • Then if such Determined Offeror requests the execution of the Decisive Agreement, the Drag Holders shall issue a written notice of its decision to the Company and other holders of the Equity Securities to execute the Decisive Agreement with such Determined Offeror.

  • Once the offeror with whom the Decisive Agreement will be executed is determined by the Drag Holders (the “Determined Offeror”), whether by applying the terms and conditions set forth in Section 4.1 or Section 4.2 hereof, the other holders of the Equity Securities will receive the final version of the Decisive Agreement.


More Definitions of Drag Holders

Drag Holders has the meaning ascribed to it in Section 6.1.
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Drag Holders has the meaning ascribed to it in Section 5.1 of this Agreement.
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Drag Holders shall have the meaning ascribed to it in Section 9.2 of this Agreement. “Drag-Along Sale” shall have the meaning ascribed to it in Section 9.2 of this Agreement. “Dragged Holders” shall have the meaning ascribed to it in Section 9.2 of this Agreement.
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Related to Drag Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Existing Holders shall have the meaning given in the Preamble.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Non-Directing Holders means the holders of Certificates representing the specified interest in the class of Certificates designated as the “controlling class” or the duly appointed representative of the holders of such Certificates or such other party otherwise entitled under the Note A-2 PSA to exercise the rights granted to the Non-Directing Holders in this Agreement. If Note A-2 has not been included in a Securitization, the Non-Directing Holder with respect to such Note will be the then-current Holder of such Note.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Majority Shareholders means Xxxxxxx X. Xxx and Xxxxxxx X. Xxxxxxx.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Subsection 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Subsection 6.9 or 6.17 and any one of them, as the context may require.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Initial Holders has the meaning set forth in the preamble.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Majority Holders means the Holders of a majority of the aggregate principal amount of Securities registered under a Registration Statement.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Rights Holders Special Meeting" means a meeting of the holder of Rights called by the Board of Directors for the purpose of approving a supplement or amendment to this Agreement pursuant to Subsection 5.4(c);

  • Other Holders means holders of Other Notes.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.