Rights to Compel Sale. If Xxxxxxx Xxxx proposes to sell greater than five percent (5%) of all shares of Common Stock then issued and outstanding to a third party in an arms-length transaction, Xxxxxxx Xxxx may do so, and may, at his option, require Xxxxx Xxxx to sell all, or an equal amount, of the Shares owned by Xxxxx Xxxx to the third party for the same cash consideration per Share and otherwise on the same terms and conditions upon which Xxxxxxx Xxxx is selling his shares of Common Stock.
Rights to Compel Sale. (a) If at any time the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, of the issued and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") to sell all, but not less then all, of the Shares held by each such Remaining Holder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares on the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions.
Rights to Compel Sale. (a) Stockholders holding at least sixty --------------------- percent (60%) of the Voting Shares of the Company (the "Compelling ---------- Stockholders") shall have the right in connection with the proposed sale of ------------ their Shares ("Compelling Securities") pursuant to a bona fide offer (a --------------------- "Compelled Sale Offer") by a third party (a "Compelled Sale Purchaser"), to -------------------- ------------------------ require Nortel to sell all, or its pro rata share (based on the number of Shares then being sold by the Compelling Stockholders), of the Shares then held by Nortel (the "Compelled Securities," and together with the Compelling Securities, -------------------- the "Compelled Sale Securities"), to the Compelled Sale Purchaser, for the same ------------------------- consideration per Share (the "Compelled Sale Offer Price") and otherwise on the -------------------------- same terms and conditions upon which the Compelling Stockholders sell their Compelling Securities.
Rights to Compel Sale. (a) In the event any Stockholder or group of Stockholders holding a Compelling Stake (the "Compelling Stockholders") shall enter into a written agreement with an unaffiliated party (a "Compelled Sale Purchaser") to sell solely for cash or securities listed on a U.S. national securities exchange or included for quotation in a U.S. inter-dealer quotation system of a registered national securities association all, but not less than all, of the then outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Compelling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Remaining Stockholders to sell all, but not less than all, of the Shares held by each such Remaining Stockholder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Stockholders shall, and hereby agree to, sell such Shares on the same terms and conditions as the most favored Compelling Stockholder sells its Shares pursuant to the Compelled Sale Agreement and at a consideration per Share (the "Compelled Sale Price") equal to the greater of (i) the consideration to be received by the most favored Compelling Stockholder pursuant to the Compelled Sale Agreement and (ii) the greatest consideration received by any Compelling Stockholder in any transaction between such Compelling Stockholder and the Compelled Sale Purchaser during the 60-day period preceding the date the Compelled Sale Notice (as defined below) is given.
Rights to Compel Sale. (a) Anything contained herein to the contrary notwithstanding, if at any time the holders of at least two thirds (66 2/3%) of the Preferred Shares shall approve a “Sale” (as defined below) of the Corporation (a “Sale Proposal”), then the Corporation shall deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to all Purchasers, Stockholders and Other Stockholders stating that the Corporation proposes to effect the Sale Proposal and providing the identity of the persons involved in such Sale Proposal and the material terms thereof (such Purchasers, Stockholders and Other Stockholders are referred to in this Section 15 individually as a “Compelled Seller” and together as the “Compelled Sellers”). Each such Compelled Seller, upon receipt of a Required Sale Notice, shall be obligated to (i) sell all shares of the Corporation’s capital stock then owned or controlled by such Compelled Seller and participate in the transaction (a “Required Sale”) contemplated by the Sale Proposal, (ii) vote all shares of capital stock owned or controlled by such Compelled Seller in favor of such Sale Proposal at any meeting (or written action in lieu of a meeting) of the stockholders of the Corporation called (or solicited) to vote on or approve such Sale Proposal, and (iii) otherwise to take all necessary action to cause the Corporation and the Compelled Seller to consummate such Required Sale. Any such Required Sale Notice may be rescinded by the Corporation (but only with the consent of the holders of at least two thirds (66 2/3%) of the Preferred Shares) at any time and without penalty by delivering written notice thereof to all of the Compelled Sellers.
Rights to Compel Sale. (Drag Along).
Rights to Compel Sale. (a) If the First Reserve Stockholders and their respective affiliates propose to make a transfer of 100% of their Stock in the Company, at any time when the First Reserve Stockholders and their affiliates own at least 50% of the Fully Diluted Common Stock, to a Person that is neither an affiliate of the First Reserve Stockholders nor a Person with respect to which the First Reserve Stockholders or any of their affiliates has a direct or indirect economic interest, then the First Reserve Stockholders shall have the right, exercisable as set forth below, to require all of the other Securityholders (the "Remaining Securityholders") to sell all of the Stock and Vested Stock Rights then owned by such Remaining Securityholders (the "Transfer Stock") to the proposed transferee (the "Acquiror") for the same consideration per share of Stock or Vested Stock Right as is being paid to the First Reserve Stockholders, which consideration shall consist entirely of cash and/or Marketable Securities and otherwise on the same terms as are applicable to the First Reserve Stockholders. The purchase price for each Vested Stock Right in any such transfer shall equal the "spread" between the exercise price for such Vested Stock Right and the purchase price per share of Stock. The terms and conditions other than the consideration to be received by the Remaining Securityholders for Stock and Vested Stock Rights sold pursuant to this Section 5.5 shall be as set forth in the applicable Purchase Agreement between the First Reserve Stockholders and the Acquiror.
Rights to Compel Sale. Subject to prior compliance with Section 3.1 hereof and the relevant voting rights of the Company's stockholders pursuant to the Restated Certificate, including, without limitation, Section 4.3(c)(iii)(B) of the Restated Certificate, if at any time Securityholders owning of record at least sixty-six percent of the Shares desire to transfer all their Shares to a Third Party in an arms-length transaction, then such Securityholders may, at their option, and upon fifteen (15) days notice in writing to all other holders of Shares, require such other holders to sell all Shares owned by them to the Third Party for the same consideration per Share (with respect to Common Stock Equivalents, per share of Common Stock that may then be acquired upon exercise and/or conversion of such Common Stock Equivalent) and otherwise on the same terms and conditions upon which such Securityholders are selling their Shares (with respect to any warrant, option, or other subscription or purchase right with respect to shares of Common Stock or Preferred Stock convertible into Common Stock, subject to reduction for the amount per share of Common Stock of the exercise or purchase price thereof); provided that such other holders of Shares shall not be required to make any representations and warranties relating to the Company or provide any indemnities with respect thereto.
Rights to Compel Sale. (a) If one or more Investors propose to sell all or any portion of their Shares in any transaction or any series of transactions in which Shares in an aggregate amount of at least 51% of the outstanding Common Stock (on a fully-diluted basis assuming exercise of outstanding options and warrants and conversion of convertible securities) will be sold to a third party, and, for so long as they continue to own shares of Series A Preferred Stock (or shares of Common Stock issued upon conversion thereof), with the prior written consent of each of DTN and PRA, in their sole and absolute discretion, the selling Investor(s) may compel all other Investors to sell their Pro Rata Share (as defined below) of the aggregate number of Shares owned by such Investor (the "Seller Shares") to such third party for the same per Share consideration and otherwise on the terms and conditions provided in this Section 2.2.
Rights to Compel Sale. If a Proposing Holder proposes to sell all Common Shares by way of merger with, or stock or asset sale to, any Person (other than an Affiliate of the Proposing Holder) (the "THIRD PARTY PURCHASER"), then (in addition to the right of the remaining Holders to participate in such sale pursuant to Section 4(b)) Proposing Holder may, at its option, require all other Holders to sell (or vote in favor of such transaction, to the extent required) all Common Shares held by them to the Third Party Purchaser for the same consideration per share and otherwise on the same terms and conditions upon which the Proposing Holder sells its Common Shares; provided that no Holder of Class B Common Shares shall be required to accept any consideration other than cash or marketable securities that constitute a legal investment by such Holder under applicable law or regulatory restrictions.
