Right to Join in Sale. (a) Notwithstanding anything herein to the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") proposes, in a single transaction or a series of related transactions, to sell, dispose of or otherwise transfer a majority of such stockholders Shares, the Selling Holders shall refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement shall have been afforded the opportunity to join in such transfer as provided in Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Holder or group of Holders (collectively, "Disposing Holder") proposes, other than transfers to a Permitted Transferee (as defined in paragraph (d) below), to sell, dispose of or otherwise transfer any of their shares of Common Stock or securities convertible into or exchangeable for Common Stock (collectively, "Stock") in a private transaction, such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, the other Holders shall have been afforded the opportunity to join in such sale on a pro rata basis, as hereinafter provided.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided.
Right to Join in Sale. If the Company and/or any Affiliate thereof (the "SELLING PARTY", whether one or more) proposes to sell, dispose of or otherwise transfer all or a portion of its interest in a Subject Property (the "SUBJECT INTEREST"), the Selling Party shall refrain from effecting such transaction unless, prior to the consummation thereof, the Partnership shall have been afforded the opportunity to join in such sale on the basis hereinafter described. Prior to the consummation of any proposed sale, disposition or transfer of the Subject Interest, the Selling Party shall cause the person or entity that proposes to acquire the Subject Interest (the "PROPOSED PURCHASER") to make an offer (the "PURCHASE OFFER") in writing to the Partnership to purchase the Pro Rata Percentage (as defined below) of the Subject Property owned by the Partnership (and the Company or the Partnership shall immediately forward to the Limited Partners a copy of any Purchase Offer). As used in the immediately preceding sentence, the term "
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding (but subject to Section 1.3), if (after complying with Section 1.4 above, if such Section 1.4 is still in effect) any of USG, Xxxxx Xxxxxx and/or Xxxx Xxxxxxxxx (each a "Selling Common Shareholder") proposes, in a single transaction or a series of related transactions, directly or indirectly to sell, dispose of or otherwise transfer for consideration a number of shares of Stock (or any other securities of the Company held by such Selling Common Shareholder) ("Offer Shares") representing, when combined with all other transfers of Stock by such Selling Common Shareholder since the date of this Agreement, more than 10% of the Common Share Equivalents held by such Selling Common Shareholder on the date hereof (as adjusted for any stock splits, dividends, combinations or other reorganizations of the Company), such Selling Common Shareholder shall refrain from effecting such transaction unless, prior to the consummation thereof, each Investor shall have been afforded the opportunity to join in such transfer on a pro rata basis, as provided in Section 1.5(b).
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders (other than any DLJ Investor) proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.02 and transactions subject to Section 5.07) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock, as the case may be (each a "DISPOSING STOCKHOLDER"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder (but, in the case of any DLJ Investor, only if such Disposing Stockholder is a Jordan Investor or Kennxxx Xxxxx) xxall have been afforded the opportunity to join in such sale of Common Stock on a pro rata basis, as hereinafter provided.
Right to Join in Sale. 2.3.1 If the Majority Securityholders propose in a single transaction or series of related transactions permitted by this Agreement to transfer 5% or more of the Common Stock held by them on an As-Converted Basis to one or more third parties (a "Minority Sale"), then the Majority Securityholders shall refrain from effecting a Minority Sale unless, prior to the consummation thereof, the Minority Securityholders shall have been afforded the opportunity to join in such Minority Sale on a pro rata basis, as hereinafter provided. Any purported transfer subject to this Section 2.3 not made in compliance with this Section 2.3 shall be void and shall not be consummated upon the books and records of the Company.
Right to Join in Sale. If a Principal Shareholder (a "SELLING SHAREHOLDER") proposes to sell, dispose of or otherwise transfer any shares (whether currently owned or hereafter acquired) of Common Stock (the shares of Common Stock proposed to be transferred being called the "SUBJECT SHARES"), the Selling Shareholder shall refrain from effecting such transaction unless, prior to the consummation thereof, the Other Parties shall have been afforded the opportunity to join in such sale on the basis hereinafter described. Prior to the consummation of any proposed sale, disposition or transfer of the Subject Shares described in the immediately preceding sentence, the Selling Shareholder shall cause the person or entity that proposes to acquire the Subject Shares (the "PROPOSED PURCHASER") to offer (the "PURCHASE OFFER") in writing to each Other Party to purchase the Pro Rata Percentage (as defined below) of the shares of Common Stock owned by such Other Party (computed on a fully diluted basis). As used in the immediately preceding sentence, the term "PRO RATA PERCENTAGE" shall mean a percentage equal to X divided by Y, where "X" is equal to the number of Subject Shares, and where "Y" is equal to the total number of shares of Common Stock then owned by the Selling Shareholder (computed on a fully diluted basis). Such purchase shall be made on the same price and other terms and conditions as the Proposed Purchaser has offered with respect to the Subject Shares. Each Other Party shall have 30 days from the date of receipt of the Purchase Offer in which to accept such Purchase Offer, and the closing of such purchase shall occur contemporaneously with the purchase and sale of the Subject Shares or at such other time as such Other Party and the Proposed Purchaser shall agree. Notwithstanding the foregoing, the Principal Shareholders shall have no obligations under this SECTION 1 if the proposed sale, disposition or transfer of the Subject Shares is to be effected through a registration of such shares under the Securities Act of 1933, as amended.
Right to Join in Sale. (a) If any Stockholder or group of Stockholders proposes to sell, dispose of or otherwise transfer in any single or related series of transactions any Securities representing more than 10% of the Fully Diluted Common Stock (each a "Disposing Stockholder") other than to the Company or the Stockholders pursuant to Section 5.1 hereof, such Disposing Stockholder shall refrain from effecting, other than to a Permitted Transferee, such transaction unless, prior to the consummation thereof, each other Stockholder shall have been afforded the opportunity to join in such sale on a pro rata basis, as hereinafter provided.
Right to Join in Sale. (a) If any one or more Stockholders (the "Selling Stockholders") proposes to transfer Common Stock, Series A Stock or Warrants, as the case may be (a "Transaction"), including, without limitation, pursuant to Section 3.1, then the Selling Stockholders shall refrain from effecting a Transaction unless, prior to the consummation thereof, each Executive (in the case of transfers by Existing Stockholders) or each Investor (in the case of transfers by Investors or Existing Stockholders) other than the Selling Stockholders, shall have been afforded the opportunity to join in such transfer on a pro rata basis, as hereinafter provided. Any purported transfer subject to this Section 3.2 not made in compliance with this Section 3.2 shall be void and shall not be consummated upon the books and records of the Company.
