Dragging Shareholders definition
Examples of Dragging Shareholders in a sentence
For avoidance of doubt, a Drag Sale and/or the resulting Transfers by Drag-Along Shareholders may be implemented by various transaction structures, including a scheme of arrangement, in the discretion of the Dragging Shareholders.
Where such an option is not made available by the Purchaser, the Dragging Shareholder(s) shall, on a pro-rata basis according to the portion of their Securities being sold, within five Business Days following completion of the sale of the Drag-Along Shareholder’s Securities, purchase the Alternative Consideration received by such Drag-Along Shareholder by paying the Cash Consideration to the Drag-Along Shareholder.
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.
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 such failure, the Dragging Shareholders shall have and are hereby irrevocably granted a proxy to vote or provide a written consent with respect to each such Breaching Drag-Along Shareholder’s Shares for the purposes of taking the actions required by Section 3.6(a)(ii) (the Dragging Shareholders in such capacity, the “Drag-Along Proxy Holder”).
For the purposes of this Section 1.1(b), the Dragging Shareholders means the Sellers listed on Schedule 1.1(b) and the other Shareholders means the Trust Foundations.
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.
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.
Such Tag Notice shall be accompanied by true and complete copies of all agreements (including the Sale Agreement) between the Dragging Shareholders and the Tag Transferee regarding the proposed Drag-Along Sale.
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.