Dragging Holders definition

Dragging Holders has the meaning set forth in Section 3A.
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Dragging Holders has the meaning set forth in Section 3.5(a).
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Dragging Holders means the Majority Indigo Holder(s) and the Majority Oaktree Holder(s) in the case of an Approved Sale described in clause (x) of the definition of Approved Sale and the Majority Indigo Holder(s) in the case of an Approved Sale described in clause (y) of the definition of Approved Sale.
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Examples of Dragging Holders in a sentence

  • In addition, upon demand by the Dragging Holders and in addition to any other rights or remedies of the Dragging Holders granted herein or otherwise, the relevant Group Company shall stop any subsequent Transfer of any such shares held by the Dragged Holders.

  • If any such Drag-Along Holder fails to deliver such certificates to the Dragging Holders, the Company shall cause the books and records of the Company to show that such Shares are bound by the provisions of this Section 3.08 and that such Shares shall be Transferred only to the Drag-Along Purchaser upon surrender for Transfer by such Drag-Along Holder.

  • None of the Dragging Holders, the Selling Stockholders and their Affiliates shall have any liability to any other holder of shares of Common Stock arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any proposed Transfer that is subject to this Section 3 except to the extent such Person(s) shall have failed to comply with the provisions of this Section 3.

  • If the Dragging Holders elect to exercise their right to compel any Drag-Along Holder to Transfer Shares pursuant to this Section 3.08 in connection with any Tag-Along Sale, the provisions of this Section 3.08 shall apply in lieu of the provisions of Section 3.07.

  • The Dragging Holders or the Selling Stockholders may, in their sole discretion but subject to this Section 3, decide whether or not to elect to pursue, consummate, postpone or abandon any proposed Drag-Along Sale or Transfer of Common Stock in a Tag-Along Sale and the terms and conditions thereof.

  • Promptly after completion of any Transfer pursuant to this Section 3.08, the Dragging Holders shall notify each Drag-Along Holder of such completion and shall furnish evidence of such sale (including time of completion) and of the terms and conditions thereof as any Drag-Along Holder may request.

  • Payment shall be made to each Dragging Holder via cashier’s check or wire transfer within twenty-five (25) calendar days of the Dragged Holder’s notification to the Dragging Holders of their agreement to purchase all of their Equity Securities.

  • The Dragging Holders shall also promptly remit to each Drag-Along Holder the net proceeds attributable to the Transfer of such Stockholder’s Shares.

  • The Dragging Holders shall give -------------------------- each Co-Seller at least thirty (30) days' prior written notice of any Drag Sale as to which the Dragging Holders intend to exercise their rights under this Section 5.

  • If any holder of Stockholder Shares appoints a purchaser representative designated by the Company or the Dragging Holder(s), the Company will pay the fees of such purchaser representative, but if any holder of Stockholder Shares declines to appoint the purchaser representative designated by the Company such holder will appoint another purchaser representative, and such holder will be responsible for the fees of the purchaser representative so appointed.


More Definitions of Dragging Holders

Dragging Holders shall have the meaning provided in Section 5.1. -----------
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Dragging Holders. As defined in Section 3.2(a).
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Dragging Holders is defined in Section 10(a).
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Related to Dragging Holders

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Existing Holders shall have the meaning given in the Preamble.

  • Participating Holders means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

  • Initiating Holders means, collectively, Holders who properly initiate a registration request under this Agreement.

  • Acting Holders means, at the time of determination, Holders of at least 40% of the outstanding CVRs as set forth on the CVR Register.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Requesting Holders shall have the meaning given in Section 2.1.5.

  • Investor Registrable Securities means (i) any Common Equity held (directly or indirectly) by an Investor or any of its Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Majority Participating Holders means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

  • Key Holder Registrable Securities means (i) the shares of Common Stock held by the Key Holders, and (ii) any Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of such shares.

  • Eligible Holders has the meaning set forth in Section 2.01(a).

  • Registrable Securities means (i) the Shares (if Common Stock) or all shares of Common Stock of the Company issuable or issued upon conversion of the Shares and (ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, any stock referred to in (i).

  • Registrable Shares means the shares of Common Stock (or such stock or securities as at the time are receivable upon the exercise of these Warrants) issuable upon exercise of the Warrants and shares or securities issued as a result of stock split, stock dividend or reclassification of such shares.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • 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.

  • Initial Registrable Securities means (i) the Common Shares issued or issuable upon conversion of the Notes issued pursuant to the terms of the Securities Purchase Agreement, and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, or the Notes as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on conversion of the Notes.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • 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.

  • Registrable Stock means (i) any shares of Common Stock issued or issuable upon the conversion of any of the Shares (ii) any Common Stock issued by way of a stock split, reorganization, merger or consolidation, and (iii) any Common Stock issued as a dividend on the Shares. For purposes of this Agreement, any Registrable Stock shall cease to be Registrable Stock when (v) a registration statement covering such Registrable Stock has been declared effective and such Registrable Stock has been disposed of pursuant to such effective registration statement, (w) such Registrable Stock is sold pursuant to Rule 144 (or any similar provision then in force) under the 1933 Act, (x) such Registrable Stock is eligible to be sold pursuant to Rule 144(k) under the 1933 Act, (y) such Registrable Stock has been otherwise transferred, no stop transfer order affecting such stock is in effect and the Company has delivered new certificates or other evidences of ownership for such Registrable Stock not bearing any legend indicating that such shares have not been registered under the 1933 Act, or (z) such Registrable Stock is sold by a person in a transaction in which the rights under the provisions of this Agreement are not assigned.

  • Living Holder A Certificate Owner of a Special Retail Certificate other than a Deceased Holder.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Majority Stockholders means any Stockholder or combination of Stockholders who at the date of this Agreement own shares of Company Common Stock representing more than two-thirds of the total number of shares of Company Common Stock outstanding at the date of this Agreement.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Existing Stockholders means the stockholders of the Corporation immediately prior to the IPO as listed on Schedule A (including the Existing Stockholders Representative in its capacity as an Existing Stockholder) together with any Permitted Assignees.

  • Other Registrable Securities means (i) any Common Equity held (directly or indirectly) by any Other Holders or any of their Affiliates, and (ii) any equity securities of the Company or any Subsidiary issued or issuable with respect to the securities referred to in clause (i) above by way of dividend, distribution, split or combination of securities, or any recapitalization, merger, consolidation or other reorganization.

  • Additional Registrable Securities means, (i) any Cutback Shares not previously included on a Registration Statement and (ii) any capital stock of the Company issued or issuable with respect to the Common Shares, the Warrants, the Warrant Shares, or the Cutback Shares, as applicable, as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise without regard to any limitations on exercise of the warrants.