Post CoC Drag Sample Clauses

Post CoC Drag. Without prejudice to the above, but subject to Clause 5.11(b), if, at anytime after the expiry of a period of 48 (forty eight months) from the date of the CoC Transaction, if the Post CoC IPO has not been undertaken and Post CoC Share Sale Right has not been exercised or has been exercised but the CoC Acquirer has not provided an offer as per Clause 5.11(a)(H)(2), then, Creador and SFL (in relation to the SFL New Investor Shares) shall be entitled to require the CoC Acquirer and QMT to sell all but not less than all their shares to a third party, along with the entire sale of the Creador Shares and SFL New Investor Shares. The per share price at which such drag right shall be exercised in relation to the Shares held by CoC Acquirer shall be the higher of (a) 2.5 times the per share price paid by the CoC Acquirer as part of the CoC Transaction; and (b) an IRR of at least 20% on the per share price paid by the CoC Acquirer as part of the CoC Transaction (“Post CoC Drag Right”). The provisions of Clause 6.3 of the SHA relating to the drag procedure shall mutatis mutandis apply to the Post CoC Drag Right exercised under this Agreement to the extent applicable, except that reference to the “Individual Dragging Shareholder” shall be deemed to be a reference to Creador and SFL (in relation to the SFL New Investor Shares), references to “Dragged Shareholder” shall be deemed to be a reference to the CoC Acquirer and QMT. Provided that, in the event QMT’s shares are not dragged or QMT is required to sell only part of its Shares, QMT shall be entitled to ensure that the third party acquirer also purchases up to all of QMT’s Shares, each at the same price and on the same terms and conditions as are available to Creador and SFL (in relation to the SFL New Investor Shares).
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Related to Post CoC Drag

  • Post-Closing Access (a) Each of Seller and Buyer shall, and Buyer shall cause the Company to, preserve and keep all books and records and other information relating to the accounting, legal, Tax, regulatory, business and financial affairs of the Company and the Rolling Mill Business for a period of seven (7) years after the Closing Date (or, in the case of information relating to Taxes, until the expiration of any applicable statute of limitations), or for a longer period if (i) required by Law (including any statute of limitations and applicable extensions thereof) or any Governmental Authority or (ii) reasonably necessary with respect to the prosecution or defense of any audit or other legal or regulatory action that is then pending or threatened so long as the requesting Party has notified the other Party with prior written notice of the need to retain such books, records or information. (b) Following the Closing, for so long as such information is retained by Buyer in accordance with Section 5.8(a), Buyer shall, and shall cause the Company, to permit Seller and its authorized Representatives, at Seller’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Buyer to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with respect to any Tax Claim or similar proceedings, (ii) any Action relating to Seller, the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Seller shall have no right of access to, and Buyer shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Buyer or any of its Affiliates (including the Company) is a party or is subject, (2) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges), (3) result in the disclosure of any competitively sensitive information of Buyer or of any of its Affiliates (including the Company), or (4) breach a confidentiality or other obligation to a Third Party (provided that Buyer shall use commercially reasonable efforts to obtain the consent of any Third Party with regards to such disclosure), or (B) any consolidated, combined, affiliated or unitary Tax Return which includes Buyer or any of its Affiliates (including the Company) or any Tax-related work papers. (c) Following the Closing, for so long as such information is retained by Seller in accordance with Section 5.8(a), Seller shall permit Buyer and its authorized Representatives, at Buyer’s sole cost and expense, to have reasonable access and duplication rights during normal business hours, upon reasonable prior written notice to Seller, to the information described in Section 5.8(a) to the extent that such access may be reasonably required in connection with (i) the preparation of any Tax Return, accounting records or with any Tax Claim or similar proceedings, (ii) any Action relating to the Company or the Rolling Mill Business, (iii) any Governmental Filing or matter (including investigations by Governmental Authorities) or (iv) any other valid legal or business purpose. Notwithstanding the foregoing, Buyer shall have no right of access to, and Seller shall have no obligation to provide, (A) any information if doing so would reasonably be expected to (1) violate any Contract or Law to which Seller or any of its Affiliates is a party or is subject,

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