Examples of Dragged Securities in a sentence
The consideration payable by the Third Party Purchaser for the Dragged Securities must be solely in cash or cash equivalents and must be the same in value, on a per Security basis, as payable by the Third Party Purchaser to the Dragging Shareholders for their Securities of that same class.
The Dragged Shareholders must, if requested by the Dragging Shareholder, represent and warrant to the Third Party Purchaser that they are the legal owners of the Dragged Securities and have full power and authority to Transfer their Securities free of any Encumbrances but will not be required to provide any other representations or warranties.
Completion of the sale (including payment) of the Dragged Securities must take place on the same date as the completion of the sale of the Securities held by the Dragging Shareholders.
Upon delivery of the Drag Notice, the Dragged Shareholder(s) shall be irrevocably bound and obligated to sell to the Drag Purchaser (along with the Securities held by Mold-Tech) all of the Dragged Securities, at the Drag Price.
Upon delivery of the Drag Notice, SAHPL shall be irrevocably bound and obligated to sell to the Drag Purchaser (along with the Equity Securities held by the Investor) all of the Dragged Securities, at the Drag Price, provided that, the Investor may (at its discretion) at any time in writing, withdraw the Drag Notice and release SAHPL from the obligation to sell the Dragged Securities.
The Sponsors upon receipt of a written notice from the Selling Investors shall be bound to immediately Transfer the Sponsor Dragged Securities to the Drag Purchaser.
In connection with a Drag Sale, Mold-Tech (at its discretion) shall deliver a written notice to the Dragged Shareholder (the “Drag Notice”) requiring the Dragged Shareholder to proceed with a sale of the Dragged Securities in accordance with the provisions of this Clause 8.2 (Drag Along Right).
The delivery by the Selling Shareholder(s) of an irrevocable Drag-Along Offer to a Drag-Along Offeree shall bind the Drag-Along Offeree to sell its Dragged Securities and Shareholder Debt.
Provided that, if such sale by Mold-Tech and/or its Affiliate results in a Change in Control, Mold-Tech shall have the right to exercise the Drag Right to require the Dragged Shareholders to sell all Minority Equity Interests (calculated on a Fully Diluted Basis) as the Dragged Securities to the Drag Purchaser in the Drag Sale.
In addition, SAHPL will be required to provide the same representations, warranties, indemnities and undertakings to the Drag Purchaser in relation to the Dragged Securities as are being provided by the Investor in relation to the sale of the EquitySecurities held by it in the Drag Sale, including undertaking any non-compete or non-solicit restrictions as may be agreed to between the Investor and the Drag Purchaser in connection with such Drag Sale.