Dragging Stockholder definition

Dragging Stockholder has the meaning set forth in Section 3.03(a).

Dragging Stockholder shall have the meaning given to such term in Section 14(a) hereof.

Dragging Stockholder has the meaning set forth in Section 4.05(a).

Examples of Dragging Stockholder in a sentence

• If at the end of such period, the Dragging Stockholder has not completed the Drag-along Sale, the Dragging Stockholder may not then effect a transaction subject to this Section 3.03 without again fully complying with the provisions of this Section 3.03.

• Each Drag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Stockholder.

• The Dragging Stockholder shall have ninety (90) days following the date of the Drag-along Notice in which to consummate the Drag-along Sale, on the terms set forth in the Drag-along Notice (which 90-day period may be extended for a reasonable time not to exceed one-hundred and twenty (120) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority).

• Notwithstanding anything to the contrary in this Agreement, but subject to Section 4.04(b), each Dragging Stockholder and each Drag-along Stockholder shall vote in favor of the Transfer and take all actions to approve such transaction and to waive any dissenters, appraisal or other similar rights.

• Each Stockholder shall take all actions as may be reasonably necessary to consummate the Drag-along Sale, including entering into agreements and delivering certificates, assignments and instruments, in each case, consistent with the agreements being entered into and the certificates, as applicable, being delivered by each Dragging Stockholder and the terms of this Section 3.03.

More Definitions of Dragging Stockholder

Dragging Stockholder means, collectively, the holders of a majority of the total Shares outstanding; provided that such majority includes at least one Major Stockholder.

Dragging Stockholder has the meaning set forth in Section 6(a)(i).

Dragging Stockholder has the meaning set forth in Section 5.03(a). “Effectiveness Period” has the meaning set forth in Section 6.01(c). “Exchange Act” means the Securities Exchange Act of 1934, as amended.

Dragging Stockholder has the meaning set forth in Subsection 7.1.

Dragging Stockholder has the meaning set forth in Section 3.03(a). “Effective Date” has the meaning set forth in the preamble.

Dragging Stockholder. Section 3.5(a)

Dragging Stockholder has the meaning set forth in Section 4.05(a). Excluded Issuance means the issuance of Company Common Stock or Stock Equivalents in connection with (a) any Acquisition, or (b) any issuance of debt or equity securities to any investor(s) so long as Unity or its Affiliates do not participate in such investment, or (c) any Company Common Stock or Stock Equivalents issued to employees of or consultants to the Company or any Company Subsidiary pursuant to a Stock Option Plan. Fair Market Value of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined in good faith by the Board based on such factors as the Board, in the exercise of its reasonable business judgment, considers relevant. Fiscal Year means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.