Drag Sale definition

Drag Sale shall have the meaning ascribed to it in Clause 5.3.1;

Drag Sale shall have the meaning provided in Section 4.10.

Drag Sale has the meaning set forth in Section 11.8(c).

Examples of Drag Sale in a sentence

• Without limiting the foregoing, Executive acknowledges that the Rollover Equity shall be subject to the TPS Drag-Along Right and the FPSH Drag Sale, each of which shall supersede the put right provided for herein.

• IP Delaware, on behalf of the IP Group, shall give each Co-Seller at least thirty (30) days' prior written notice of any Significant Drag Sale as to which the IP Group intends to exercise its rights under this Section 3.

• If the IP Group elects to exercise its rights under this Section 3.1, the Co-Sellers shall take such actions as may be reasonably required and otherwise cooperate in good faith with the IP Group in connection with consummating the Significant Drag Sale (including the voting of any Common Stock or other voting capital stock of the Company to approve such Significant Drag Sale).

• Notwithstanding anything to the contrary in this Clause 6, the undertakings and obligations of REA and REA Listco under this Clause 6 shall terminate immediately on completion of a Drag Sale in which REA and its Affiliates cease to be Shareholders.

• For avoidance of doubt, a Drag Sale and/or the resulting Transfers by Drag-Along Shareholders may be implemented by various transaction structures, including a scheme of arrangement, in the discretion of the Dragging Shareholders.

More Definitions of Drag Sale

Drag Sale has the meaning set forth in Section 4.2(a).

Drag Sale. Section 8.2

Drag Sale has the meaning given in Clause 24.4;

Drag Sale shall have the meaning ascribed to it in Clause 20.1.

Drag Sale shall have the meaning ascribed in Section 8.

Drag Sale has the meaning given such term in the recitals to this Agreement.

Drag Sale means a sale of Parent (whether by stock transfer, asset transfer or merger) that has been approved by the Board and the Lender Shareholder Parties holding a majority of the outstanding Shares held by all Lender Shareholder Parties. Preemptive Rights Until such time as the Parent's Shares are listed on the New York Stock Exchange, a NASDAQ national securities exchange, or any successor U.S. national securities exchange, subject to certain customary exceptions, each Shareholder Party that is an "accredited investor" and, together with its Affiliates, holds not less than 3% of the outstanding Shares will be entitled to preemptive rights to purchase their pro rata portions (i.e., the same percentage such Shareholder Party owns of the Shares) of new issuances of equity on the same terms as the other participants in such issuance. Registration Rights At such times on and following the earlier of (x) the date on which the Company is registered on Nasdaq Global Select Market or another U.S. National Securities Exchange and (y) the Shareholders Agreement Termination Date, each Shareholder Party that is either an Appointing Person or, together with its affiliates, holds 10% or more of the outstanding Shares will receive customary demand registration rights (including rights to demand a shelf registration). Reports Annual Financials: Parent will make available to shareholders on a site accessible by all shareholders, and upon request of a Shareholder Party, furnish to such Shareholder Party, audited financial statements (with notes) annually. Quarterly Financials: Parent will make available to shareholders on a site accessible by all shareholders, and upon request of a Shareholder Party, furnish to such Shareholder Party, unaudited financial statements (with notes) quarterly.