Examples of Drag Purchaser in a sentence
The Company's receipt of the Drag Consideration shall be a good discharge to the Drag Purchaser.
Upon delivery of the Drag Notice, the Dragged Shareholder(s) shall be irrevocably bound and obligated to sell to the Drag Purchaser (along with the Securities held by Mold-Tech) all of the Dragged Securities, at the Drag Price.
Upon delivery of the Drag Notice, SAHPL shall be irrevocably bound and obligated to sell to the Drag Purchaser (along with the Equity Securities held by the Investor) all of the Dragged Securities, at the Drag Price, provided that, the Investor may (at its discretion) at any time in writing, withdraw the Drag Notice and release SAHPL from the obligation to sell the Dragged Securities.
No Drag Along Notice or Sale Agreement may require a Called Shareholder to agree to any terms except those specifically provided for in this Article and, save to the extent otherwise specifically provided for in this Article, the transfer of each Called Share shall be on terms no less favourable to the Called Shareholders than those agreed between the Selling Shareholders and the Drag Purchaser.
After the expiry of 72 (seventy two) months from the Closing Date, any Individual Dragging Shareholder shall be entitled to issue a notice and require all the Dragged Shareholders to sell all but not less than all their Shares to the Drag Purchaser.
Further, where the Investor has agreed any caps in respect of its indemnity obligations towards the Drag Purchaser, the indemnity obligations of SAHPL towards the Drag Purchaser will also be capped proportionately, i.e., on the basis of the same proportion that the Investor’s indemnity cap (for the same or similar obligation) bears to the total consideration being received by the Investor in such Drag Sale.
Within 15 (fifteen) days from the date of the Exit Notice, a committee shall be formed to identify a potential Drag Purchaser (“Drag Committee”).
Provided that, if such sale by Mold-Tech and/or its Affiliate results in a Change in Control, Mold-Tech shall have the right to exercise the Drag Right to require the Dragged Shareholders to sell all Minority Equity Interests (calculated on a Fully Diluted Basis) as the Dragged Securities to the Drag Purchaser in the Drag Sale.
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In addition, SAHPL will be required to provide the same representations, warranties, indemnities and undertakings to the Drag Purchaser in relation to the Dragged Securities as are being provided by the Investor in relation to the sale of the EquitySecurities held by it in the Drag Sale, including undertaking any non-compete or non-solicit restrictions as may be agreed to between the Investor and the Drag Purchaser in connection with such Drag Sale.