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. Xx. Xxxxx and Xx. Xxxx 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.
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Drag Shares has the meaning given in Clause 11.1;
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Examples of Drag Shares in a sentence

  • For the Purposes of this Article 39(5), the Drag Price shall mean a price higher of the (i) Sponsor Drag Share Price; or (ii) the FMV Price (defined below in Article 57(7)) as determined by a Big Four firm; or (iii) a price equivalent to an IRR of 20.4% on the Investor Consideration for a period from the Completion Date to the date of sale of the Drag Shares.

  • 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).

  • 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.

  • 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.

  • 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, it is agreed that the Investor will not be required to provide any warranties, representations, indemnities, covenants, undertakings or other assurances in relation to the Drag Sale, or incur any obligations to any Person, other than providing a representation on the authority and capacity to enter into the relevant transaction documents, clear title of Drag Shares and seller Tax related representations and consequent indemnities.

  • 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”).

  • 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.

  • Upon receipt of a Drag Along Noticefrom the Sponsor the Investors shall be obliged to sell, transfer its Drag Shares, as set out in the Drag Along Notice and on the terms set out therein at the Drag Price (as defined below).

  • 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.


More Definitions of Drag Shares

Drag Shares shall have the meaning ascribed to it in Section 7.4(a).
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Drag Shares means the Common Shares to be transferred by the Transferring Shareholder to a Drag Transferee.
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Drag Shares has the meaning set out in Clause 18.1;
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Related to Drag Shares

  • Newco Shares means the common shares in the capital of Newco;

  • Offering Shares means the shares of Common Stock included in the Units issued pursuant to this Agreement and Investor Warrant Shares.

  • H Shares means the overseas-listed foreign invested shares in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong Dollars;

  • Amalco Shares means the common shares in the capital of Amalco;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Company Shares means the common shares in the capital of the Company;

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Founder Shares shall have the meaning given in the Recitals hereto and shall be deemed to include the shares of Common Stock issuable upon conversion thereof.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • ASA Shares has the meaning set forth in 2.4(a).

  • Equity Shares shall have the meaning attributed to such term in the recitals of this Agreement;

  • Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Subco Shares means the common shares in the capital of Subco;

  • Investor Shares shall have the meaning given in the Recitals hereto.

  • Other Shares means at any time those shares of Common Stock which do not constitute Primary Shares or Registrable Shares.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Subscription Shares has the meaning ascribed to it in Section 2.1.