No Drag Clause Samples

The "No Drag" clause serves to prevent majority shareholders from forcing minority shareholders to sell their shares in the event of a sale or merger of the company. In practice, this means that if a majority owner negotiates a sale of their stake, minority shareholders are not obligated to participate in the transaction or sell their own shares under the same terms. This clause protects minority shareholders from being compelled to exit the company against their will, thereby ensuring their autonomy and safeguarding their investment interests.
No Drag. Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out in this clause 18.
View SourceView Similar (3)
No Drag. Along Stockholder shall be required to participate in a proposed transfer pursuant to the exercise of a Drag Along Right unless its liability for breaches of representations and warranties made in connection with the sale thereunder is limited to no more than the total sale price received by such Drag Along Stockholder in such sale.
View SourceView Similar (2)
No Drag. Along Notice shall require a Called Shareholder to agree to any terms except: (i) those specifically set out in this Clause 14; and (ii) on a several basis, the same representations and warranties as to title to the Called Shares, capacity, authority and such Called Shareholder’s compliance with Anti-Corruption Laws and Sanctions Laws as the Selling Shareholder(s) provide(s) to the Proposed Buyer.
View SourceView Similar (2)
No Drag. Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out in this Clause 8.3.
View SourceView Similar (2)
No Drag. Along Sale shall occur pursuant to this Section 9.03 in a transaction in which less than all of the LP Interests are being sold unless the transferee shall agree to become a party to, and be bound by this Agreement to the same extent as such transferor other than the rights and obligations of such transferor under Article XI or under such transferor’s LP Interest Agreement to purchase, sell or redeem such LP Interests, and the sale shall otherwise comply with the provisions of this Agreement; provided, that such transferee shall only have the rights and obligations of OTPPB to the extent elected by OTPPB in any such Drag-Along Sale.
View Source
No Drag. Along Notice shall require a Called Shareholder to agree to any terms except those specifically set out herein. To the extent reasonably required Called Shareholders who are employees of any Group Company at the time of the Drag Along Sale shall be obliged to make customary business warranties (subject to customary limitations) provided that any liability for those warranties is fully insured with recourse being limited to the insurance and the cost of the policy being met by the Company or the buyer. All Called Shareholders shall also be required to warrant to the Proposed Buyer in customary terms that: (i) the Called Shareholder has the requisite power and authority to enter into and perform the Transfer of its
View Source
No Drag. Along Notice shall require a Called Shareholder to agree to any terms except those specifically provided for in this Article 14.
View Source
No Drag. Along Notice may require a Called Shareholder to agree to any terms except those specifically provided for in this article. No Called Shareholder shall be required to give any covenant, warranty or indemnity to the Proposed Purchaser in relation to the Called Shares or the company other than that they are able to transfer the Called Shares with full title guarantee.
View Source

Related to No Drag

  • No Air Rights No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease. If at any time any windows of the Premises are temporarily darkened or the light or view therefrom is obstructed by reason of any repairs, improvements, maintenance or cleaning in or about the Project, the same shall be without liability to Landlord and without any reduction or diminution of Tenant’s obligations under this Lease.

  • No Debarment In the course of the Development of the Product, each Party shall not use any employee or consultant who has been debarred by any Regulatory Authority, or, to such Party’s knowledge, is the subject of debarment proceedings by a Regulatory Authority. Each Party shall notify the other Party promptly upon becoming aware that any of its employees or consultants has been debarred or is the subject of debarment proceedings by any Regulatory Authority.

  • No Delay Work requiring correction shall be corrected immediately and shall be carried out in such a way not to delay the completion of the Project. If it is not feasible to correct said work immediately, the corrective work shall be done on a schedule acceptable to the Owner.

  • No Party Deemed Drafter Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of this Agreement.

  • No ▇▇▇▇▇▇ Nothing in this document in any way restricts or otherwise affects the City’s unfettered discretion to exercise its statutory powers as a public authority.