Dragging Shareholder definition

Dragging Shareholder has the meaning set out in Clause ‎22.4.4(i);

Dragging Shareholder has the meaning assigned to such term in Section 3.5(a).

Dragging Shareholder has the meaning given to that term in clause 26.1.

Examples of Dragging Shareholder in a sentence

• Any representation relating specifically to a Dragging Shareholder or Drag-Along Shareholder shall be made only by such relevant Shareholder and any indemnity given with respect to such representation shall be given only by such relevant Shareholder.

• 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.

• Failure by the Principal Dragged Shareholder to deliver: (i) the Binding Offer within the Negotiation Period, or (ii) a Pricing Notice within the Pricing Notice Period shall be deemed a waiver of their respective rights in connection with such Drag Notice and their acceptance of the Drag Along Rights exercised by the Dragging Shareholder.

• Each Dragging Shareholder and Drag-Along Shareholder shall be responsible for funding its pro rata share of (i) any escrow arrangements (if any) in connection with the Drag-Along Sale and, subject to the foregoing sentence, for its proportionate share of any withdrawals therefrom, and (ii) any fees, commissions, adjustments to purchase price, expenses and costs in connection with the Drag-Along Sale.

• The Drag-Along Shareholder shall receive the same form and amount of consideration as the Dragging Shareholder for each Shareholder Interest of each applicable class or series.

More Definitions of Dragging Shareholder

Dragging Shareholder means the Sellers listed on Schedule 1.1(b).

Dragging Shareholder shall have the meaning set forth in Section 3.4(a).

Dragging Shareholder has the meaning set forth in Section 5.4 hereof.

Dragging Shareholder has the meaning set out in Clause 22.4.4(i);

Dragging Shareholder has the meaning assigned to such term in Section 3.5(a). “Encumber” means, directly or indirectly, to pledge, encumber, hypothecate or otherwise restrict (including any restriction with respect to voting), either voluntarily or involuntarily, or to enter into any Contract with respect to the pledge, encumbrance, hypothecation or other restriction of, any Equity Securities beneficially owned by a Person or any interest in any Equity Securities beneficially owned by a Person.

Dragging Shareholder has the meaning specified in Section 2.8(a).

Dragging Shareholder has the meaning given in clause 10.12(b). Amended and Restated Sequel Shareholders Agreement 58 Encumbrance means any claim, charge, mortgage, lien, option, equity, power of sale, hypothecation, usufruct, retention of title, right of pre-emption, right of first refusal or other third party rights or security interest of any kind or an agreement, arrangement or obligation to create any of the foregoing and Encumber shall be construed accordingly. Event of Default shall have the meaning given to it in clause 11.1.