Drag Shares definition

Drag Shares has the meaning set forth in Section 3.5(a).

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Drag Shares means any securities of the Company, including, without limitation, all shares of Common Stock and Preferred Stock of the Company, by whatever name called, now owned or subsequently acquired by a stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. ▇▇. ▇▇▇▇▇ and ▇▇. ▇▇▇▇ shall take all necessary and desirable actions approved by the Requisite Holders in connection with the consummation of the Company Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to consummate the Company Sale and effectuate the allocation and distribution of the aggregate consideration upon the Company Sale.

Drag Shares has the meaning given in Clause 11.1;

Examples of Drag Shares in a sentence

• If a Drag Notice is served, the Dragged Shareholders shall be bound to proceed with the sale of the Drag Shares on the terms and subject to the conditions notified in the Drag Notice.

• Glu may, at its election, cause Purchaser to purchase the remaining capital stock of the Company (the “Remaining Shares” and, together with the Majority Shares and the Drag Shares, as well as any Rights (as defined below) covered hereby, the “Transferred Shares”), in exchange for the consideration and on the terms set forth in this Agreement (the “Additional Transfer” and, collectively with the Majority Transfer and the Drag-Along Transfer or as applicable in each case, the “Transfer”).

• Right is exercised, Clause 17 shall not apply and the sale of the Shares held by Titan pursuant to this Clause 18 shall be conditional upon completion of the sale of the Drag Shares by RDIF and OEP and shall be completed at the same time as that sale and shall be made on the same terms and conditions as described in the Sale Notice.

• For purposes of this Section 5.11, a “Top-Up Event” shall have occurred if due to an issuance of Ordinary Shares Equivalents under a Share Option Plan or any other issuance of Ordinary Shares Equivalents that does not constitute New Securities, the number of Available Drag Shares represents less than 50.4% of the issued Ordinary Shares (on an as converted basis).

• Thereafter, the Company shall release the aggregate Drag Price due to each Dragged Seller under this Section 6.8 (less the amount of costs to be borne pursuant to Section 6.8(c)) in respect of its Drag Shares following delivery to the Company by such Dragged Seller of the documents required under this Section 6.8.

• However, a Drag-Along Notice will lapse if, for any reason, the Drag Sellers have not sold the Drag Shares to the Drag Buyer within 60 Business Days of serving the Drag-Along Notice, unless the Shareholders by Special Resolution otherwise agree.

• On, but not before, such surrender or provision, the Defaulting Dragged Seller shall be entitled to the aggregate Drag Price for its Drag Shares transferred on its behalf without interest.

• The purchase and sale of the Drag Shares contemplated hereby (the “Drag-Along Closing”) shall take place (i) as promptly as practicable (and in any event within twenty (20) Business Days) after the Initial Closing or (ii) at such other time and date as Acquiror may determine.

• Receipt of the aggregate Drag Price for the Drag Shares so transferred shall constitute an implied warranty from the relevant Dragged Seller(s) in favor of the Drag Buyer(s) that the legal and beneficial title to the relevant Drag Shares was transferred free from all Encumbrances and with full title guarantee.

• The Drag Notice shall state: (i) the name of the purchaser of the Drag Shares (“Drag Purchaser”), (ii) the number and class of Equity Securities the Promoter then owns (on a Fully Diluted Basis); (iii) the number of Drag Shares; (iv) the full proposed consideration amount for the Drag Shares and the Promoter’s Equity Securities; and (v) the proposed date of consummation of the Drag Sale.

More Definitions of Drag Shares

Drag Shares shall have the meaning ascribed to it in Section 7.4(a).

Drag Shares means, in respect of each Remainder Member, all of the Shares held by that Remainder Member which will not be repaid or redeemed in full in connection with the Relevant Sale and "Drag Share" shall be construed accordingly;

Drag Shares means the Common Shares to be transferred by the Transferring Shareholder to a Drag Transferee.

Drag Shares has the meaning set out in Clause 18.1;