Dragged Members definition
Examples of Dragged Members in a sentence
The Drag-Along Sale Notice shall identify the Drag-Along Transferee, the consideration proposed to be paid in connection with the Drag-Along Sale (the “Drag-Along Sale Price”) and all other material terms and conditions of the Drag-Along Sale, which shall be no less favorable in the aggregate to the Dragged Members than as set forth in the Initial Offer Notice.
The Drag-Along Sellers will promptly notify the Dragged Members in writing in connection with any change in the material terms and conditions of the Drag-Along Sale; provided, that without complying again with the procedures set forth in Section 9.02 with respect to any proposed Drag-Along Sale, such modified terms shall be no less favorable in the aggregate to the Dragged Members (or more favorable to the Drag-Along Sellers) then the terms set forth in the Initial Offer Notice.
In the event that the Section 9.10 Proposed Purchaser does not purchase the Section 9.10 Drag-Along Membership Interests from the Section 9.10 Dragged Members on the same terms and conditions as purchased from the Section 9.10 Selling Members, then such Section 9.10 Dragged Members shall have the right to require the Company to cause the Section 9.10 Selling Members making such Transfer to purchase on such terms and conditions such Section 9.10 Drag-Along Membership Interests if the Transfer occurs.
However, the Dragged Members shall not be required to make any representation or warranty to the Buyer, other than as to good title to any Dragged Shares, absence of liens with respect to such Dragged Shares, the Dragged Member’s power and authority to undertake the proposed sale, and the validity and enforceability of the Dragged Member’s obligations in connection with it.
The Executive Committee shall consent to any Company Sale effected in accordance with this Section 7.5, and the Initiating Seller and Dragged Members shall each use their reasonable best efforts to obtain all other necessary consents from third parties and take such other actions as may be reasonably necessary or reasonably requested by the Initiating Seller to consummate any Company Sale.
After the receipt of a Drag-Along Notice, the Dragged Members shall be obligated to Transfer all of its Units to the Proposed Purchaser upon the terms and conditions set forth in the Drag-Along Notice; provided, however, that %3.
Sellers will promptly notify the Dragged Members in writing in connection with any change in the material terms and conditions of the Drag-Along Sale; provided, that without complying again with the procedures set forth in Section 9.02 with respect to any proposed Drag-Along Sale, such modified terms shall be no less favorable in the aggregate to the Dragged Members (or more favorable to the Drag-Along Sellers) then the terms set forth in the Initial Offer Notice.
When used in this Section 8.10, the phrase “same per unit consideration” shall not include any employment, consulting, change of control or any other consideration payable to the Dragged Members who are Management Holders pursuant to any other arrangements, whether in connection with such Drag-Along Sale or otherwise, and the phrase “same form of consideration” shall not apply to any Units in connection with a “rollover” in such Drag-Along Sale.
The Dragged Members shall be subject to the terms and conditions of the Capital Event, as noticed to them in writing not less than ten (I 0) days prior to consummation of such Capital Event.
If the Drag-Along Sellers are given an option as to the form and amount of consideration to be received, to the extent reasonably possible the same option will be given to the Dragged Members.