Dragging Shareholders definition

Dragging Shareholders has the meaning defined in Section 7.3.1.
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Dragging Shareholders shall have a meaning prescribed to it in Clause 9.7..
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Dragging Shareholders has the meaning given to it in clause 24.1;
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Examples of Dragging Shareholders in a sentence

  • The sale of the Dragged Shares shall be completed on the date proposed for completion of the sale of the Shares of the Dragging Shareholder(s), unless selling Shareholders agree otherwise.

  • The Dragging Shareholder(s) may exercise the Drag-Along Right by delivering a written notice to each of the Dragged Shareholder(s) at any time before the transfer of Shares to the Proposed Dragged Purchaser.

  • The Dragged Shareholders shall not be required to transfer the Dragged Shares prior to the date on which the Shares of the Dragging Shareholders are transferred to the Proposed Dragged Purchaser.

  • The Dragging Shareholders shall provide a drag along notice (“Drag Along Notice”) to the Dragged Shareholders, requiring the Dragged Shareholders to sell such number of Equity Shares/Share Equivalents held by them in the Company as may be required by the Dragging Shareholders (“Drag Along Shares”) to the Third Party Buyer (“Drag Along Purchaser”) on the terms and the price per Equity Share/Share Equivalent negotiated or determined by the Investor Super Majority.

  • Despite anything else in this agreement the pre-emption procedure set out in clause 9 does not apply to the relevant Securities once a Drag Along Notice has been issued.29 Terms of Offer The terms on which the Dragging Shareholders require the Other Shareholders to sell their Securities must be no less favourable to the Other Shareholders than the terms on which the Dragging Shareholders are selling their Securities.

  • Provided, however, that the Dragging Shareholder's right to exercise the Mandated Sale is subject to the condition that the Dragging Shareholder shall also be required to sell the proportionate number of Securities as the Dragged Shareholder and at the Drag Price.

  • The Other Shareholders are not obliged to sell their Securities in accordance with clause 10.2(c) if the Dragging Shareholders do not complete the sale of all their Securities to the third party buyer on the same key terms and conditions set out in the Drag Along Notice.

  • The Dragging Shareholders may exercise the Drag Along Right by giving written notice to the other Shareholders with a copy to the Company (a Drag Along Notice) to that effect at any time before the transfer of their Shares to the Third Party Purchaser.

  • A Drag Along Notice shall be revocable by the Dragging Shareholders by written notice to the Dragged Shareholders at any time before the completion of the aforesaid Transfer, and any such revocation shall not prohibit the Dragging Shareholders from exercising a Drag Along Right at any time in future.

  • The Company and each of the Dragged Shareholders shall take all necessary and desirable actions in connection with the consummation of the sale pursuant to the exercise of the Drag Along Right by the Dragging Shareholders, including without limitation, the timely execution and delivery of such agreements and instruments and other actions reasonably necessary to co-operate with the Drag Along Purchaser to provide such access and information as may be requested by the Drag Along Purchaser.


More Definitions of Dragging Shareholders

Dragging Shareholders has the meaning set forth in Section 4.4(a) (Drag-Along Rights).
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Dragging Shareholders has the meaning set forth in Section 6.1(i).
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Dragging Shareholders means the following Shareholders who have approved a Trade Sale, as the case may be:
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Dragging Shareholders. Section 3.6(a)
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Related to Dragging Shareholders

  • 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.

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Existing Shareholders has the meaning set forth in the preamble.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have each Additional Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Additional Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Additional Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Additional Registration Statement.

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Majority Shareholders means Sxx Xxxxxx, Sxxxx Xxxxx, Mxxxxxx Xxxxx and Gxxxx XxXxxxxx.

  • Management Shareholders means Xxxxxx X. Xxxx, Xxxx X. Xxxxxxx, and Xxxxxx X. Xxxxxxxxx.

  • Public Shareholders means the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

  • Preferred Shareholders means the holders of Preferred Shares.

  • 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.

  • Transferring Shareholder has the meaning set forth in Section 5.2(a).

  • Major Stockholders means those stockholders owning more than ten percent (10%) of the voting stock of any

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

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

  • Common Shareholders means the holders of the Common Shares.

  • Principal Shareholders means Xxxx X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.

  • 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.

  • 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.

  • Ordinary Shareholders means holders of Ordinary Shares;

  • Class A Shareholder means a holder of Class A Shares;

  • Major Shareholders Means a person who has an interest or interests in one or more

  • Target Shareholders means the holders of Target Shares;

  • Warrant Holders or “Holders” means the holders of the Warrants; and

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Key Holders means the persons named on Schedule B hereto, each person to whom the rights of a Key Holder are assigned pursuant to Section 3.1, each person who hereafter becomes a signatory to this Agreement pursuant to Section 6.8 or 6.17 and any one of them, as the context may require.