Dragged Holder definition

Dragged Holder has the meaning ascribed to such term in Section 4(d)(i).
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Dragged Holder has the meaning set forth in Section 9.4(a).
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Dragged Holder has the meaning ascribed to such term in Section 2(b)(i).
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Examples of Dragged Holder in a sentence

  • In order to exercise its Drag-Along Right, Apollo shall deliver written notice of such Drag-Along Transaction (the “Drag-Along Notice”) to the Company and each Dragged Holder within 150 days after the date of the ROFO Notice.

  • Subject to the terms and conditions of this Section 4(d) and without limiting the generality of the foregoing, the Company and each Dragged Holder shall take or cause to be taken all actions, and do, or cause to be done, on behalf and in respect of the Company any and all actions that may be reasonably requested consistent with this Section 4(d) in connection with any Drag-Along Transaction.

  • The CEO shall be authorized to transfer the Shares of each Dragged Holder and to do and carry out all other necessary or advisable acts to complete the Drag-Along Sale, including, without limitation, executing any and all documents (including instruments of transfers) on behalf of each Dragged Holder.

  • 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 the event that any Dragged Holder fails for any reason to take any of the foregoing actions under this Section 15 following the Drag-Along Notice, such holder hereby grants an irrevocable power of attorney and proxy to any Director to take all necessary actions and execute and deliver all documents deemed by such Director to be reasonably necessary to effectuate the terms hereof.

  • If any Dragged Holder has unilateral veto right to veto against the Drag-Along Sale, it is entitled to exercise its veto right to disapprove the Drag-Along Sale.

  • Each Dragged Holder also shall enter into such customary agreements as may be reasonably required of and entered into by all Stockholders, including Equinox and its Affiliates, in order to the close the Acquisition.

  • For the avoidance of doubt, whether or not a Dragged Holder elects to give an Incremental Share Notice or sells any Incremental Shares, such Dragged Holder shall nonetheless be obligated to sell the percentage of such Holder’s Issuer Shares pursuant to the Drag-Along Sale as set forth in Section 14.15(b) (as reduced, to the extent applicable, by the immediately preceding sentence).

  • Notwithstanding anything to the contrary contained herein, in no event shall any Dragged Holder be obligated to enter into any non-competition or non-solicitation agreement or any other agreement or restrictive covenant of similar import in connection its participation in a Drag-Along Transaction without such Dragged Holder’s consent.

  • On the Approved Sale Date, each Dragged Holder shall deliver or cause to be delivered an executed instrument of transfer and/or a certificate (if required) representing and evidencing the number of units of the Registered Capital held by such Dragged Holder to be included in the Approved Sale, with all endorsement necessary for transfer to such Potential Purchaser in the manner and at the address indicated in the Drag-Along Notice.


More Definitions of Dragged Holder

Dragged Holder has the meaning set forth in the Recitals.
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Dragged Holder shall have the meaning set forth in Section 4.3(a) hereof.
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Related to Dragged Holder

  • Designated Holder means the Holder of Note A-1.

  • Series B Holder means a Record Holder of the Series B Preferred Units.

  • Preferred Holder means, with respect to a series of Preferred Units, a Record Holder of such series of Preferred Units.

  • FTR Holder means the PJM Member that has acquired and possesses an FTR.

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Deceased Holder Not applicable.

  • 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.

  • Restricted Holder means (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Permitted Holder means (a) Xxxxxxx X. Xxxxxxx, (b) any of his immediate family members or his or their respective heirs by operation of law, will or intestacy or (c) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or Persons beneficially holding a 50.1% or more controlling interest of which consist of Xxxxxxx X. Xxxxxxx and/or his immediate family members.

  • Principal Holder means a person who, directly or indirectly, beneficially owns or controls 10% or more of any class of voting securities of the Corporation.

  • Majority Stockholder means, collectively or individually as the context requires, TPG Capital, L.P., Apollo Global Management, LLC and/or their respective affiliates.

  • Class B Holder means the Person in whose name a Class B Certificate is registered in the Certificate Register, except that, solely for the purpose of giving any consent, request or waiver pursuant to this Agreement, the interest evidenced by any Class B Certificate registered in the name of the Transferor, Servicer, or any Person actually known to an Authorized Officer of Trustee to be an Affiliate of the Transferor or Servicer, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, request or waiver shall have been obtained.

  • Existing Holder means a Broker-Dealer or any such other Person as may be permitted by the Corporation that is listed as the holder of record of shares of AMPS in the Stock Books.

  • Founder means, in respect of an issuer, a person who,

  • Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.

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

  • Majority Shareholder means a holder of more than fifty percent (50%) of the outstanding stock of the Company, or if no person holds more than fifty percent (50%) of the outstanding stock of the Company, the holder of a plurality of the outstanding stock of the Company.

  • Targeted Holder means each holder of (i) a right to receive interest or principal with respect to the Retained Notes, (ii) any interest in the Trust with respect to which an Opinion of Counsel has not been rendered that such interest will be treated as debt for federal income tax purposes, and (iii) a right to receive any amount in respect of the Trust Certificate; provided, however, that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.

  • Major Stockholder means any such Person.

  • Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

  • Class B Stockholder means (i) the registered holder of a share of Class B Common Stock at the Effective Time and (ii) the initial registered holder of any shares of Class B Common Stock that are originally issued by the Corporation after the Effective Time.

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).