Required Actions. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)), and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, all necessary or desirable actions reasonably requested by the Dragging Holder(s) in connection with the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (2) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder Shares, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder Shares, to enter into covenants in respect of a Transfer of such holder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in the nature of those described in this clause (1) to the extent relating to or in respect of any other holder of Stockholder Shares or any other holder’s Stockholder Shares, and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.
Appears in 2 contracts
Samples: Investor Rights Agreement (Oaktree Capital Management Lp), Investor Rights Agreement (Spirit Airlines, Inc.)
Required Actions. If (i) Notwithstanding any other provision of this Agreement, subject to Section 1A(x) and provided that each of the Approved Sale terms and conditions set forth in Section 4C are satisfied or waived, upon the written instruction of the Company (or, in the case of a stock sale, the holders of a majority of the Class B Common Stock then outstanding), if the Drag Transaction is structured as (ia) a merger or consolidation, each holder of Stockholder Shares (other than Class B Permitted Holders) shall (I) vote its Stockholder Shares Specified Equity Securities and any other voting securities of the Company over which such holder has voting control, and take all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to approve such merger or consolidation, whether by written consent or at a stockholders meeting of stockholders, (as requested II) take all actions necessary (other than such actions that require payment of out-of-pocket costs that are not customary and reasonable unless such out-of-pocket costs that are not customary or reasonable are or are to be reimbursed to such Stockholder) to Transfer the applicable Specified Equity Securities held by such Stockholder in such Drag Transaction, including the delivery of share certificates, letters of transmittal, stock powers, tax forms and other customary and reasonable forms, in each case to the extent required from such holder by the Dragging Holder(s))terms of this Section 4 at the closing of such Drag Transaction, but specifically excluding releases, non-competition agreements or other documents restricting the right of such Person to make future investments, and (III) waive all dissenter’s dissenters’ rights, appraisal rights and similar rights (including claims for breach of fiduciary duty) in connection with such merger or consolidationconsolidation (which waiver shall be effective with or without a separate written waiver given by such holder of Specified Equity Securities at the time of such Drag Transaction), (iib) a sale of stockstock sale, each holder of Stockholder Shares (other than Class B Permitted Holders) shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approvedof such Drag Transaction at the closing of such Drag Transaction, the same proportion of its applicable Specified Equity Securities as the proportion that the Class B Permitted Holders are, in the aggregate, selling, on the terms and conditions of such Drag Transaction, including taking the actions contemplated by clause (II) of the foregoing clause (a) to the extent applicable to such Drag Transaction, or (iiic) a sale of assets, each holder of Stockholder Shares (other than Class B Permitted Holders) shall (I) vote its Stockholder Shares shares of Specified Equity Securities and any other voting securities of the Company over which such holder has voting control, and take all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders stockholders’ meeting and (as requested by the Dragging Holder(s)). In furtherance II) waive all dissenters’ rights, appraisal rights and similar rights (including claims for breach of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, all necessary or desirable actions reasonably requested by the Dragging Holder(sfiduciary duty) in connection with the consummation such sale and any subsequent liquidation or other distribution of the Approved Sale of the Company and proceeds therefrom (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (2) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1) each holder of Stockholder Shares which waiver shall be obligated to make representations and warranties as to such holder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents effective with or without a separate written waiver given by such holder of Stockholder Shares, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder Shares, to enter into covenants in respect of a Transfer Specified Equity Securities at the time of such holder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in the nature of those described in this clause (1) to the extent relating to or in respect of any other holder of Stockholder Shares or any other holder’s Stockholder Shares, and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved SaleDrag Transaction).
Appears in 2 contracts
Samples: Investor Rights Agreement (Lbi Media Inc), Investor Rights Agreement (Lbi Media Inc)
Required Actions. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Required Controlling Holder(s)), and waive all dissenter’s 's rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approvedapproved by the Required Controlling Holder(s), or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Required Controlling Holder(s)). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, shall take all necessary or desirable actions reasonably requested by the Dragging Required Controlling Holder(s) in connection with the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will shall make the same representations, such representations and warranties, provide such indemnities and agreements as enter into such other obligations (in each other holder (case subject to Sections 3B(1), (2), (3) and (24) below)) as the Required Controlling Holder(s) may specify (but only to the extent the Required Controlling Holder(s) are similarly obligated) in connection with such Approved Sale (including, including without limitation, voting to approve such transaction and executing the applicable purchase agreementagreement and other agreements). In any Approved Sale, (1) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s Stockholder's title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesStockholder, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder SharesStockholder, to enter into covenants in with respect of a to the Transfer and the delivery at the Closing of such holder’s Stockholder's Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that the Required Controlling Holder(s) request that each other holder of Stockholder Shares is be similarly obligated; obligated (provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) foregoing to the extent relating to or in respect of any other holder of Stockholder Shares or any such other holder’s Stockholder's Stockholder Shares), and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the value of the total consideration paid and/or payable to such holder of Stockholder Shares in connection with such Approved Sale, (3) appropriate contribution and indemnity arrangements among the Stockholders shall be executed in connection with any joint indemnity obligation of the Stockholders, so that such Stockholder is entitled to collect from the other Stockholders the excess of such Stockholder's indemnity obligations arising in connection with such Approved Sale over such Stockholder's pro rata portion of such indemnity obligations, and (4) in no event shall any Stockholder be obligated to enter into any post-closing non-compete covenant in connection with such Approved Sale, in each case without such Stockholder's prior written consent.
Appears in 1 contract
Required Actions. If The Company shall, at the Approved Sale is structured request of the underwriters in the case of a Public Offering or the Board or the Majority Founder Investors in the case of any other conversion, effect a conversion to corporate form and, in connection therewith, the Members and the Unitholders shall, at the request and under the direction of the Board and the Majority Founder Investors, take all actions necessary or desirable to effect such conversion (including, without limitation, whether by conversion to a subchapter C corporation, merger or consolidation into any entity, recapitalization or otherwise), giving effect to the same economic, voting and corporate governance provisions contained herein after taking into consideration the structure of the Company and its Subsidiaries, if any, and their respective securities (a “Corporate Conversion”). In connection with the Corporate Conversion, each holder of Units will be entitled to receive a percentage of the shares of common stock of the corporate successor outstanding immediately following the Corporate Conversion equal to the percentage that such holder of Units would have received of the total amount distributed to all Unitholders had the Company liquidated and distributed such common stock in accordance with Article XII on the day of the Corporate Conversion (after giving effect to any payments as a result of the redemption (if any) of any Units). Each Unitholder hereby consents to such Corporate Conversion and agrees that it will, in connection with such Corporate Conversion, consent to and raise no objections against the Corporate Conversion. In connection with such Corporate Conversion, each Unitholder hereby agrees to enter into (i) a merger or consolidation, securityholders agreement with the corporate successor and each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested other Unitholder on terms approved by the Dragging Holder(sFounder Investors which contains restrictions on the Transfer of such capital stock and other provisions (including, without limitation, with respect to the governance and control of such corporate successor) in form and substance similar to the provisions and restrictions set forth herein (including, without limitation, in Article IX)), and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sellan agreement with the corporate successor providing for the continued vesting of, and shall sellrepurchase rights respecting, all any capital stock issued in respect of its Stockholder Shares Units that are not Vested Units in form and substance similar to the provisions and restrictions with respect to vesting and repurchase rights to acquire Stockholder Shares on the terms set forth herein, and conditions so approved, or (iii) a sale of assetslock-up agreement with the Company, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and the underwriters or any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, all necessary or desirable actions reasonably requested by the Dragging Holder(s) Person in connection with a Public Offering in form and substance approved by the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (2) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreementFounder Investors. In any Approved Sale, (1) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder Shares, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder Shares, to enter into covenants in respect of a Transfer of such holder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in the nature of those described in this clause (1) to the extent relating to or in respect of any other holder of Stockholder Shares or any other holder’s Stockholder Shares, and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.[*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION
Appears in 1 contract
Samples: Limited Liability Company Agreement (ChromaDex Corp.)
Required Actions. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Majority XX Xxxxxx), and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Majority XX Xxxxxx). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, all necessary or desirable actions reasonably requested by the Dragging Holder(s) holders of a majority of the WS Shares in connection with the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (23C(ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, except that (1) each holder of Stockholder Shares shall may be obligated to make representations and warranties as to such holderStockholder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesStockholder, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder SharesStockholder, to enter into covenants in respect of a Transfer of such holderStockholder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that , but no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) to the extent relating to or foregoing in respect of any other holder of Stockholder (other than a Related Stockholder to such Stockholder) or such other Stockholder’s Stockholder Shares or any other holder’s Stockholder Shares, and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.
Appears in 1 contract
Samples: Investor Rights Agreement (Roundy's Parent Company, Inc.)
Required Actions. If the Approved Sale is structured as (iA) a merger merger, amalgamation or consolidationscheme of arrangement, each holder of Stockholder Investor Shares shall vote (at a shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Stockholder Investor Shares (and any other voting securities of the Company over which such Investor has voting control) to approve such merger merger, amalgamation or consolidationscheme of arrangement, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s))shareholders' meeting, and waive all dissenter’s 's rights, appraisal rights and similar rights in connection with such merger merger, amalgamation or consolidationscheme of arrangement, (iiB) a sale of stockshares, each holder of Stockholder Investor Shares shall agree to sell, and shall sell, all of its Stockholder Investor Shares and rights to acquire Stockholder Investor Shares on the terms and conditions so approved, or (iiiC) a sale of assets, each holder of Stockholder Investor Shares shall vote (at a shareholders' meeting which has been duly called or, if so requested by any 10% Investor, by written consent) all of his, her or its Stockholder Investor Shares (and any other voting securities of the Company over which such Investor has voting control) to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (shareholders meeting, as requested by the Dragging Holder(s))Board or Investor(s) holding a majority of the Investor Shares. In furtherance of the foregoing, (aI) each holder of Stockholder Investor Shares will take, with respect to such holder’s Stockholder Shares, take all necessary or desirable actions reasonably requested by the Dragging Holder(sholder(s) of a majority of the Investor Shares in connection with the consummation of the Approved Sale of the Company and (bII) each holder of Stockholder Investor Shares will make the same representations, representations and warranties, and enter into the same indemnities and agreements agreements, as each other holder are made and entered into by holder(s) of a majority of the Investor Shares (subject to Sections 3B(1clauses (i) and through (2iv) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1i) each holder of Stockholder Investor Shares shall may be obligated to make representations and warranties as to such holder’s Investor's title to and ownership of Stockholder Investor Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesInvestor, enforceability of relevant agreements against such holder of Stockholder Shares Investor and other matters relating to such holder of Stockholder Shares, to Investor and enter into covenants in respect of a the Transfer of such holder’s Stockholder Investor's Investor Shares in connection with such Approved Sale applicable sale (such representations and to warranties and covenants, collectively, "Personal Obligations"), and enter into indemnification obligations with respect to breach of any of the foregoing, in each case to the extent that each other holder of Stockholder Shares Investor is similarly obligated; provided that no holder of Stockholder Shares Investor shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) foregoing to the extent relating to any other Investor or another Investor's Investor Shares, (ii) no holder of Investor Shares shall be obligated to make any representations and warranties relating to the business or capitalization of, or any other matter relating to, the Company and its Subsidiaries, other than Personal Obligations, unless such representations and warranties are made only to the extent of such holder's knowledge, provided that each holder of Investor Shares may be required to enter into indemnification obligations in respect of any other holder of Stockholder Shares representations and warranties by the Company if any, or by another Investor relating to the business or capitalization of, or any other holder’s Stockholder Sharesmatter relating to, any of the Company and its Subsidiaries, (2iii) in no event shall any holder of Stockholder Shares Investor be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares Investor in such Approved Sale, and (iv) in no event shall any Investor be liable in respect of a portion of any indemnity obligation of the Investors pursuant to any Approved Sale (other than indemnification in respect of such Investor's Personal Obligations) in excess of its Liquidating Share thereof. For purposes of the foregoing, an Investor's "Liquidating Share" of the amount of any liability shall be equal to the amount by which the aggregate consideration paid to such Investor upon the consummation of the Approved Sale, calculated in accordance with Section 3C(i) below, would have been reduced had the aggregate consideration previously available for distribution to, and paid to, all Investors upon the consummation of the Approved Sale been reduced by the amount of such liability.
Appears in 1 contract
Samples: Investor Rights Agreement (Apw LTD)
Required Actions. If Without limiting the Approved Sale is structured as (iobligation of the Investors under Section 5.3(a) a merger or consolidationhereof, each holder of Stockholder Shares Investor shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)), and waive all dissenter’s rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, take all necessary or desirable actions reasonably requested by the Dragging Holder(s) GSC in connection with the consummation of the Approved Sale of the Company Sale, and (b) each holder of Stockholder Shares will Investor shall make the same representationsrepresentations and warranties, warrantiesand enter into the same purchase agreement, indemnities and other documents and agreements as each other are entered into or made by GSC in its capacity as a holder of shares the Common Stock (subject to Sections 3B(1clauses (i) and through (2iv) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1i) each holder of Stockholder Shares Investor shall be obligated to make representations and warranties as to such holderInvestor’s title to and ownership of Stockholder SharesCommon Stock, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesInvestor, enforceability of relevant agreements against such holder of Stockholder Shares Investor and other matters relating to such holder of Stockholder Shares, to Investor and the Company and enter into covenants in respect of a Transfer the transfer of such holderInvestor’s Stockholder Shares Common Stock or otherwise in connection with such Approved Sale applicable sale (such representations and to warranties and covenants, collectively, “Personal Obligations”), and enter into indemnification obligations with respect to breach of any of the foregoing, in each case to the extent that each other holder of Stockholder Shares Investor is similarly obligated; provided provided, that no holder of Stockholder Shares Investor shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) foregoing to the extent relating to any other Investor or another Investor’s Common Stock, (ii) no Investor will be obligated to make any representations and warranties relating to the business or capitalization of, or any other matter relating to, the Company and its subsidiaries, other than Personal Obligations, unless such representations and warranties are made only to the extent of such Investor’s actual knowledge, provided that each Investor may be required to enter into indemnification obligations (which need not be limited to the knowledge of such Investor) in respect of any other holder covenants of Stockholder Shares the Company or representations and warranties made by the Company or the Investors as a group, if any, relating to the business, assets, financial condition, results of operations, prospects or capitalization of, or any other holder’s Stockholder Sharesmatter relating to, any of the Company and its subsidiaries, to the same extent that GSC in its capacity as an Investor enters into such indemnification obligations on a pro rata basis, (2iii) in unless required by the proposed purchaser, no event shall any holder of Stockholder Shares Investor will be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of an amount equal to the total consideration payable product of the aggregate indemnification liability of all Investors as a group and such Investor’s percentage ownership of the Common Stock as of immediately prior to such holder the effectiveness of Stockholder Shares in such Approved Sale; however, if the proposed purchaser requires that the Investors be jointly and severally liable in respect of indemnification obligations to the proposed purchaser, the Investors shall enter into an indemnification and contribution agreement among themselves in order to give effect to such limitation on a several and proportionate basis, (iv) Investors shall not be obligated to participate in an Approved Sale unless they are provided an opinion of counsel to the effect that the sale in connection with such Approved Sale is not in violation of the registration or qualification requirements of federal or applicable state securities laws, and (v) no Investor shall be required to agree to, or be subject to, a non-competition covenant or similar restriction, except that Investors may be subject to confidentiality restrictions with respect to information of the Company and its direct and indirect subsidiaries and to no-shop or similar provisions with respect to their investment in the Company.
Appears in 1 contract
Samples: Stockholders Agreement (Atlantic Paratrans of Arizona, Inc.)
Required Actions. If the In connection with any Approved Sale is structured as (i) a merger or consolidationDrag-Along Sale, each holder of Stockholder Shares, Options, Warrants or Convertible Securities will: (a) cast all votes to which such holder is entitled in respect of the Shares shall vote its Stockholder Shares to approve such merger (or consolidationother securities), whether at any annual or special meeting, by written consent or at a stockholders meeting (otherwise, in such manner as may be requested by the Dragging Holder(s))Drag-Along Initiating Sellers to approve any sale, recapitalization, merger, consolidation, amalgamation, reorganization or any other transaction or series of transactions involving the Corporation or its subsidiaries (or all or a substantial portion of their respective assets or of the Shares, Options, Warrants or Convertible Securities) in connection with, or in furtherance of, the exercise by any Investors of their rights under this Section 4.3; and (b) waive all dissenter’s rights, appraisal rights and similar rights in connection with applicable to any such merger or consolidation, (ii) transactions. If the Approved Drag-Along Sale is structured as a sale of stockshares, each holder of Stockholder Common Shares shall will agree to sell, and shall will sell, all of its Stockholder Common Shares and rights to acquire Stockholder Common Shares on the terms and conditions so approvedapproved by the Drag-Along Initiating Sellers; and, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares if and to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as extent requested by the Dragging Holder(s))Drag-Along Initiating Sellers, the holders of Options, Warrants or Convertible Securities will Sell such securities as contemplated by Section 4.4.4. In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, Options, Warrants and Convertible Securities will take all necessary or desirable actions (including executing the applicable purchase agreement and other documents) reasonably requested by the Dragging Holder(s) Drag-Along Initiating Sellers in connection with the consummation of the Approved Drag-Along Sale of the Company and (b) each holder of Stockholder Shares Shares, Options, Warrants or Convertible Securities will make the same representations, such representations and warranties, provide such indemnities and agreements as enter into such other obligations (in each other holder (case subject to Sections 3B(1Section 4.4.2 below) and as the Drag-Along Initiating Sellers may specify (2but only to the extent the Drag-Along Initiating Sellers are similarly obligated) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder Shares, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder Shares, to enter into covenants in respect of a Transfer of such holder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other Drag-Along Sale. Each holder of Stockholder Shares is similarly obligated; provided that no holder will also take such actions as may be required to cause the members of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to the Board (or members of the board of any representations, warranties or covenants in subsidiary of the nature of those described in this clause (1corporation) to the extent relating approve and take all actions necessary to or permit consummation of an Approved Drag-Along Sale to be effected in respect of any other holder of Stockholder Shares or any other holder’s Stockholder Sharesaccordance with this Section 4.3, and however structured (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to including replacing such holder of Stockholder Shares in such Approved Salemembers, if necessary).
Appears in 1 contract
Samples: Unanimous Shareholders Agreement (BRP Japan Co. Ltd.)
Required Actions. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Majority XX Xxxxxx), and waive all dissenter’s 's rights, appraisal rights and similar rights in connection with such merger or consolidation, (ii) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iii) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Majority XX Xxxxxx). In furtherance of the foregoing, (a) each holder of Stockholder Shares will take, with respect to such holder’s 's Stockholder Shares, all necessary or desirable actions reasonably requested by the Dragging Holder(s) holders of a majority of the WS Shares in connection with the consummation of the Approved Sale of the Company and (b) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1) and (23C(ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, except that (1) each holder of Stockholder Shares shall may be obligated to make representations and warranties as to such holder’s Stockholder's title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesStockholder, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder SharesStockholder, to enter into covenants in respect of a Transfer of such holder’s Stockholder's Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that , but no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) to the extent relating to or foregoing in respect of any other holder of Stockholder (other than a Related Stockholder to such Stockholder) or such other Stockholder's Stockholder Shares or any other holder’s Stockholder Shares, and (2) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.
Appears in 1 contract
Required Actions. If the Approved Sale is structured as (iA) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)), and waive all any dissenter’s 's rights, appraisal rights and or similar rights in connection with such merger or consolidation, (iiB) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, sell all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iiiC) as a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve in favor of such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent . Each holder of Stockholder Shares shall take all necessary or at a stockholders meeting (as desirable actions in connection with the consummation of the Approved Sale reasonably requested by the Dragging Holder(s))holders of a majority of the WS Shares. In furtherance of the foregoing, (aI) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, take all necessary or desirable actions reasonably requested by the Dragging Holder(s) holders of a majority of the WS Shares in connection with the consummation of the Approved Sale of the Company and (bII) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as to each other holder (subject to Sections 3B(1) and (2) below)holder, including without limitation, voting to approve such transaction and executing the applicable purchase agreementagreement (the "Company Reps"). In any Approved Sale, (1) each holder of Stockholder Shares shall not be obligated required to make representations indemnification payments in connection with any Approved Sale except pro rata in accordance with such holder's ownership of Common Stock (or, after payment of indemnification payments in an amount in excess of the net proceeds received in such Approved Sale in respect of Common Stock, pro rata in accordance with such holder's ownership of Preferred Stock or, after payment of indemnification payments in an amount in excess of the net proceeds received in such Approved Sale in respect of Preferred Stock, pro rata in accordance with such holder's ownership of Junior Notes), unless the applicable agreements relating to such Approved Sale require the other holders of such Stockholder Shares to indemnify such holder against, and warranties hold such holder harmless from, amounts for which such holder may become liable in excess of the maximum amount contemplated by the first clause of this sentence; provided that the foregoing limitation shall not apply to any indemnity by a Stockholder for breach by such Stockholder of any representation or warranty relating solely to the authorization, execution or delivery by such Stockholder of the relevant agreements or as to such holder’s title to and Stockholder's ownership of Stockholder Shares, authorization, execution and delivery of relevant documents securities sold by such holder of Stockholder Shares, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder Shares, to enter into covenants in respect of a Transfer of such holder’s Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties thereunder or covenants in the nature of those described in this clause (1) to the extent relating to or in respect for breach of any other holder of agreement by such Stockholder Shares or any other holder’s Stockholder Sharesrelating solely to its own conduct; and provided, and (2) further that in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.
Appears in 1 contract
Samples: Rights Agreement (Natg Holdings LLC)
Required Actions. If the Approved Sale is structured as (iA) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Majority WS Holders), and waive all dissenter’s 's rights, appraisal rights and similar rights in connection with such merger or consolidation, (iiB) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iiiC) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Majority WS Holders). In furtherance of the foregoing, (aI) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, take all necessary or desirable actions reasonably requested by the Dragging Holder(s) holders of a majority of the WS Shares in connection with the consummation of the Approved Sale of the Company and (bII) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(13B(i) and - (2ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1i) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s Stockholder's title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesStockholder, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder SharesStockholder, to enter into covenants in respect of a Transfer of such holder’s Stockholder's Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) foregoing to the extent relating to or in respect of any other holder of Stockholder Shares (other than a Related Stockholder to such Stockholder) or any such other holder’s Stockholder's Stockholder Shares, and (2ii) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.
Appears in 1 contract
Required Actions. If the Approved Sale is structured as (iA) a merger or consolidation, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such merger or consolidation, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Required Sponsors), and waive all dissenter’s 's rights, appraisal rights and similar rights in connection with such merger or consolidation, (iiB) a sale of stock, each holder of Stockholder Shares shall agree to sell, and shall sell, all of its Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions so approved, or (iiiC) a sale of assets, each holder of Stockholder Shares shall vote its Stockholder Shares to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders meeting (as requested by the Dragging Holder(s)Required Sponsors). In furtherance of the foregoing, (aI) each holder of Stockholder Shares will take, with respect to such holder’s Stockholder Shares, take all necessary or desirable actions reasonably requested by the Dragging Holder(s) Required Sponsors in connection with the consummation of the Approved Sale of the Company and (bII) each holder of Stockholder Shares will make the same representations, warranties, indemnities and agreements as each other holder (subject to Sections 3B(1SECTIONS 3B(i) and (2ii) below), including without limitation, voting to approve such transaction and executing the applicable purchase agreement. In any Approved Sale, (1i) each holder of Stockholder Shares shall be obligated to make representations and warranties as to such holder’s Stockholder's title to and ownership of Stockholder Shares, authorization, execution and delivery of relevant documents by such holder of Stockholder SharesStockholder, enforceability of relevant agreements against such holder of Stockholder Shares and other matters relating to such holder of Stockholder SharesStockholder, to enter into covenants in respect of a Transfer of such holder’s Stockholder's Stockholder Shares in connection with such Approved Sale and to enter into indemnification obligations with respect to the foregoing, in each case to the extent that each other holder of Stockholder Shares is similarly obligated; provided PROVIDED that no holder of Stockholder Shares shall be obligated to enter into indemnification obligations with respect to any representations, warranties or covenants in of the nature of those described in this clause (1) foregoing to the extent relating to or in respect of any other holder of Stockholder Shares or any such other holder’s Stockholder's Stockholder Shares, and (2ii) in no event shall any holder of Stockholder Shares be liable in respect of any indemnity obligations pursuant to any Approved Sale in an aggregate amount in excess of the total consideration payable to such holder of Stockholder Shares in such Approved Sale.
Appears in 1 contract
