Common use of Control Offer Clause in Contracts

Control Offer. 8A.1 In the event any Shareholder (the "OFFEREE SHAREHOLDER") receives a bona fide offer or related series of offers from any person (the "CONTROL OFFEROR") to purchase from the Offeree Shareholder not less than 50%, by voting power, of the then outstanding Shares of the Company (a "MAJORITY INTEREST") or to purchase from the Offeree Shareholder that number of Shares which, when added to the number of Shares at the time already owned, directly or indirectly, by the Control Offeror and its affiliates, constitutes a Majority Interest (a "CONTROL OFFER"), the Offeree Shareholder shall promptly forward a copy of such Control Offer to the Company and the other Shareholder. 8A.2 The other Shareholder may elect to participate in the sale to the Control Offeror at the same price per Share and on the same terms by delivering written notice to the Offeree Shareholder within 30 days after delivery to the other Shareholder of such copy of the Control Offer. 8A.3 If the other Shareholder notifies the Offeree Shareholder within the 30 day period referred to in CLAUSE 8A.2 that it elects to participate in the sale to the Control Offeror, the Offeree Shareholder shall not sell any Share to the Control Offeror unless the Control Offeror agrees to extend the Control Offer to the other Shareholder and to purchase from the Offeree Shareholder and the other Shareholder their respective Shares. 8A.4 Each Shareholder participating in the sale to the Control Offeror shall pay its share of expenses incurred by the Offeree Shareholder in connection with such transfer and shall be obligated to join in any indemnification or other obligations that the Offeree Shareholder agree to provide in connection with such transfer (other than any such obligations that relate specifically to a particular Offeree Shareholder such as indemnification with respect to representations and warranties given by a Shareholder regarding such Shareholder's title to and ownership of the Shares to be sold), PROVIDED THAT no participating Shareholder shall be obliged in connection with the sale to the Control Offeror to agree to indemnify or hold harmless the Control Offeror with respect to an amount in excess of the net cash proceeds paid to such Shareholder in connection with such sale. 8A.5 Notwithstanding the provisions of this CLAUSE 8A, no Shareholder shall sell any Share to a Control Offeror without first complying with the provisions of CLAUSE 8.