Common use of Going Private Transactions Clause in Contracts

Going Private Transactions. A Significant Holder will not be permitted to engage in any transaction or series of transactions that would constitute a Going-Private Transaction, unless, (a) in the event such Going-Private Transaction is not a tender or exchange offer made by such Significant Holder, such Going-Private Transaction is (i) approved by a majority of the disinterested directors on the Board of Directors and (ii) approved by the holders (other than such Significant Holder) holding at least a majority of the Class A/B Common Stock not held by such Significant Holder (a “Majority of the Minority”) or, (b) in the event such Going-Private Transaction is a tender or exchange offer made by a Significant Holder, such Going-Private Transaction is contingent upon (x) the acquisition of a Majority of the Minority, and accompanied by an undertaking that such Significant Holder shall acquire all shares of Class A/B Common Stock still outstanding after the completion of such tender or exchange offer in a merger, if any, at the same price per share paid in such tender or exchange offer and (y) the disinterested members of the Board of Directors being authorized, on behalf of the full Board of Directors, to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, and such disinterested members the Board of Directors not recommending that holders of the Class A/B Common Stock refrain from tendering their Common A/B Common Stock in the tender or exchange offer.

Going Private Transactions. A No Significant Holder Stockholder will, or will not be permitted to permit any member of its Restricted Group to, engage in any transaction or series of transactions that would constitute a Going-Private Transaction, unless, (a) in the event unless such Going-Private Transaction (a) which is not a tender or exchange offer made by such Significant Holdera member of the Restricted Group, such Going-Private Transaction is (i) approved by the Board and determined by the Board to be fair to the stockholders who are not members of the Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the disinterested directors on the Board of Directors and (ii) approved Outstanding Voting Securities not Beneficially Owned by the holders (other than such Significant Holder) holding at least a majority members of the Class A/B Common Stock not held by such Significant Holder (a “Majority of the Minority”) or, Restricted Group or (b) in the event such Going-Private Transaction which is a tender or exchange offer made by a Significant Holdermember of the Restricted Group, such Going-Private Transaction is contingent upon (x) the acquisition of a Majority majority of the MinorityOutstanding Voting Securities not Beneficially Owned by members of the Restricted Group, and accompanied by an undertaking that such Significant Holder member of the Restricted Group shall acquire all shares of Class A/B Common Stock the Outstanding Voting Securities still outstanding after the completion of such tender or exchange offer in a merger, if any, at the same price per share paid in such tender or exchange offer and (y) the disinterested members of the Board of Directors Board, being authorized, authorized on behalf of the full Board of Directors, to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, and such the disinterested members the Board of Directors not recommending that holders of the Class A/B Common Stock Outstanding Voting Securities refrain from tendering their Common A/B Common Stock Outstanding Voting Securities in the tender or exchange offer. In the event that a decision is required to be made by the disinterested members of the Board under this Article 12 at a time prior to the dissolution of the Special Nominating Committee, all references in this Article 12 to the disinterested members of the Board shall be deemed to be referring to the Special Nominating Committee. Notwithstanding the foregoing, nothing in this Article 12 shall be construed to apply to a transfer of Capital Stock to Harbinger Group Inc. or its subsidiaries by a Significant Stockholder or any other members of its Restricted Group, and no such transfer shall be deemed to constitute a Going-Private Transaction. Any transaction consummated in violation of the restriction on transfer set forth in this Article 12 shall be void ab initio. All certificates representing shares of Capital Stock shall include a legend reflecting the restriction on transfer set forth in this Article 12.

Going Private Transactions. A Prior to the seven (7) year anniversary of the Closing, without the prior written consent of the Company, no Significant Holder Stockholder (so long as it is a Significant Stockholder) will, or will not be permitted to engage permit any other member of its Restricted Group to, make any public announcement with respect to, or submit a proposal for, or offer in respect of (with or without conditions) any transaction or series of transactions that would constitute or result in a Going-Private Transaction, unless, (a) in the event unless such Going-Private Transaction Transaction: (a) which is not a tender or exchange offer made by any member of such Significant HolderStockholder’s Restricted Group, such Going-Private Transaction is (i) approved by the Board and determined by the Board to be fair to the stockholders of the Company who are not members of such Significant Stockholder’s Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the disinterested directors on the Board outstanding Voting Securities not beneficially owned by members of Directors and (ii) approved by the holders (other than such Significant Holder) holding at least a majority of the Class A/B Common Stock not held by such Significant Holder (a “Majority of the Minority”) or, Stockholder’s Restricted Group; or (b) in the event such Going-Private Transaction which is a tender or exchange offer made by a member of such Significant Holder, such Going-Private Transaction Stockholder’s Restricted Group and is contingent upon (xi) the acquisition of a Majority majority of the Minorityoutstanding shares of Common Stock not beneficially owned by members of such Significant Stockholder’s Restricted Group, and accompanied by an undertaking that such member of such Significant Holder Stockholder’s Restricted Group shall acquire all of the shares of Class A/B Common Stock still Stock, if any, that remain outstanding after the completion of such tender or exchange offer in a merger, if any, merger at the same price per share paid in such tender or exchange offer and (yii) the disinterested members of the Board of Directors Board, being authorized, authorized on behalf of the full Board of Directors, to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or exchange offer, and such disinterested members the Board of Directors not recommending that holders of the Class A/B shares of Common Stock refrain from tendering their Common A/B shares of Common Stock in the such tender or exchange offer. To the extent the Company releases any other stockholder of the Company (other than the Macquarie Stockholder or the UBS Stockholder, if they are Significant Stockholders) from restrictions of the type described in this Section 3.3, then the Crestview Stockholder will also be released from the restrictions in this Section 3.3.

Going Private Transactions. A Significant Holder The SEC has adopted Rule 13e-3 under the Exchange Act, which is applicable to certain “going private” transactions, and which may under certain circumstances be applicable to the Merger or other business combination following the purchase of Shares pursuant to the Offer in which we seek to acquire the remaining Shares not then held by us. We believe that Rule 13e-3 under the Exchange Act will not be permitted applicable to engage in any transaction or series the Merger because we were not, at the time the Merger Agreement was executed, and are not, an affiliate of transactions Santarus (for purposes of the Exchange Act); it is anticipated that would constitute a Going-Private Transactionthe Merger will be effected within one year following the consummation of the Offer; and, unless, (a) in the event such Going-Private Transaction is not a tender or exchange offer made by such Significant HolderMerger, such Going-Private Transaction is (i) approved by a majority of the disinterested directors on the Board of Directors and (ii) approved by the holders (other than such Significant Holder) holding at least a majority of the Class A/B Common Stock not held by such Significant Holder (a “Majority of the Minority”) or, (b) in the event such Going-Private Transaction is a tender or exchange offer made by a Significant Holder, such Going-Private Transaction is contingent upon (x) the acquisition of a Majority of the Minority, and accompanied by an undertaking that such Significant Holder shall acquire all shares of Class A/B Common Stock still outstanding after the completion of such tender or exchange offer in a merger, if any, at stockholders will receive the same price per share paid in such tender or exchange offer and (y) Share as the disinterested members of the Board of Directors being authorized, on behalf of the full Board of Directors, to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated Offer Price. Rule 13e-3 under the Exchange Act would otherwise require, among other things, that certain financial information concerning Santarus and certain information relating to the fairness of the proposed transaction and the consideration offered to minority stockholders be filed with respect the SEC and disclosed to stockholders before the completion of a transaction. Stockholder Approval Not Required. Section 251(h) of the DGCL provides that stockholder approval of a merger is not required if certain requirements are met, including that (i) the acquiring company consummates a tender offer for any and all of the outstanding common stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be entitled to vote on the merger, (ii) following the consummation of such tender or exchange offer, and the acquiring company owns at least such disinterested members the Board of Directors not recommending that holders percentage of the Class A/B Common Stock refrain from tendering their Common A/B Common Stock stock of the company to be acquired that, absent Section 251(h) of the DGCL, would be required to adopt the merger and (iii) at the time that the board of directors of the company to be acquired approves the merger, no other party to the merger agreement is an interested stockholder under the DGCL. If the Minimum Condition is satisfied and we accept Shares for payment pursuant to the Offer, we will hold a sufficient number of Shares to ensure that Santarus will not be required to submit the adoption of the Merger Agreement to a vote of the stockholders of Santarus. Following the consummation of the Offer and subject to the satisfaction of the remaining conditions set forth in the tender or exchange offerMerger Agreement, we, Salix and Santarus will take all necessary and appropriate action to effect the Merger as promptly as practicable without a meeting of stockholders of Santarus in accordance with Section 251(h) the DGCL.

Going Private Transactions. A No Significant Holder Stockholder will, or will not be permitted to permit any member of its Restricted Group to, engage in any transaction or series of transactions that would constitute a Going-Private Transaction, unless, (a) in the event unless such Going-Private Transaction (a) which is not a tender or exchange offer made by such Significant Holdera member of the Restricted Group, such Going-Private Transaction is (i) approved by the Board and determined by the Board to be fair to the stockholders who are not members of the Restricted Group, in each case with the approval of a majority of the disinterested members of the Board, and (ii) approved by a majority of the disinterested directors on the Board of Directors and (ii) approved Outstanding Voting Securities not Beneficially Owned by the holders (other than such Significant Holder) holding at least a majority members of the Class A/B Common Stock not held by such Significant Holder (a “Majority of the Minority”) or, Restricted Group or (b) in the event such Going-Private Transaction which is a tender or exchange offer made by a Significant Holdermember of the Restricted Group, such Going-Private Transaction is contingent upon (x) the acquisition of a Majority majority of the MinorityOutstanding Voting Securities not Beneficially Owned by members of the Restricted Group, and accompanied by an undertaking that such Significant Holder member of the Restricted Group shall acquire all shares of Class A/B Common Stock the Outstanding Voting Securities still outstanding after the completion of such tender or exchange offer in a merger, if any, at the same price per share paid in such tender or exchange offer and (y) the disinterested members of the Board of Directors Board, being authorized, authorized on behalf of the full Board of Directors, to take and disclose a position contemplated by Rules 14d-9 and 14e-2(a) promulgated under the Exchange Act with respect to such tender or of exchange offer, and such the disinterested members the Board of Directors not recommending that holders of the Class A/B Common Stock Outstanding Voting Securities refrain from tendering their Common A/B Common Stock Outstanding Voting Securities in the tender or exchange offer. In the event that a decision is required to be made by the disinterested members of the Board under this Article 12 at a time prior to the dissolution of the Special Nominating Committee, all references in this Article 12 to the disinterested members of the Board shall be deemed to be referring to the Special Nominating Committee. Notwithstanding the foregoing, nothing in this Article 12 shall be construed to apply to a transfer of Capital Stock to Harbinger Group Inc. or its subsidiaries by a Significant Stockholder or any other members of its Restricted Group, and no such transfer shall be deemed to constitute a Going-Private Transaction. Any transaction consummated in violation of the restriction on transfer set forth in this Article 12 shall be void ab initio. All certificates representing shares of capital stock of the Corporation shall include a legend reflecting the restriction on transfer set forth in this Article 12.