Sales by KKR Holders Sample Clauses

Sales by KKR Holders. In the event that the KKR Holder determines, during the term of this Agreement, to transfer either (i) at least 50% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer or (ii) at least 35% of the outstanding shares of Common Stock on a fully diluted basis at the time of such transfer (provided that such percentage set forth in this clause (ii) equals 100% of the KKR Shares at the time of such transfer) to a Proposed Purchaser, other than in an Exempt Transaction (a "Drag-Along Sale"), then upon the request of the KKR Holders, the Oaktree Investors will transfer to such Proposed Purchaser all of the Oaktree Shares at the same price and upon the same terms and conditions in respect of any material term as such transfer by the KKR Holders. In the event that the KKR Holders own at least 15% of the outstanding shares of the Common Stock on a fully diluted basis and have signed an agreement, with respect to all KKR Shares, to vote in favor of or tender in connection with (a "Transaction Agreement") a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Oaktree Investors will execute a Transaction Agreement with the same terms and conditions in all material respects as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2 and 3 hereto apply to a single transaction, the "drag-along" rights set forth in this Section 3 will have priority over the "tag-along" rights set forth in Section 2 above, and the "tag-along" rights set forth in Section 2 will become exercisable by the Oaktree Investors following a determination by the KKR Holder not to exercise its rights under this Section 3.
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Sales by KKR Holders. In the event that the KKR Holders determine, during the term of this Agreement, to effect a Sale of any of the KKR Shares to a Proposed Purchaser, other than in an Exempt Transaction (a "Bring-Along Sale"), then upon the request of the KKR Holders, each Xxxxxx Holder (a "Bring-Along Seller") will sell to such Proposed Purchaser the number of Xxxxxx Shares equal to the product of (i) the number of Xxxxxx Shares then held by such Xxxxxx Holder, multiplied by (ii) the ratio of (A) the number of shares of Common Stock which the KKR Holders propose to sell in the Bring-Along Sale, divided by (B) the number of shares of Common Stock then held by the KKR Holders. The terms and conditions of such Sale shall be no less favorable to the Xxxxxx Holder than those received by the KKR Holders with respect to their Common Stock, including, without limitation, the sale price, the provision of, and representation and warranty as to, information requested by the Company or the KKR Holders, and the provision of requisite indemnifications; PROVIDED, that (i) no Xxxxxx Holder will be required to provide any information, representations or warranties, or covenants (other than indemnification permitted by this Section 4) with respect to the Company, its business or its operations, (ii) any indemnification provided by the Bring-Along Sellers shall be pro rata in proportion with the number of Xxxxxx Shares to be sold (and on terms no less favorable to the Bring-Along Sellers than the indemnification provided by the KKR Holders), (iii) the Bring-Along Sellers shall not be required to place any of the consideration in a post-closing escrow if permitted by the Proposed Purchaser and (iv) KKR Holders and KKR Affiliates shall be entitled to provide advisory services in connection with any Sale and to receive compensation therefrom not subject to the terms of this paragraph (a). Without limiting the foregoing, upon the request of the KKR Holders made pursuant to this Section 4(a), the Xxxxxx Holder will agree, in connection with the Sale, to, and will, vote its shares of Common Stock in favor of any Sale and will not exercise any dissenters' or appraisal rights with respect thereto (so long as the KKR Holders vote their shares in favor of the Sale and not exercise such rights).
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Related to Sales by KKR Holders

  • Communications by Holders with Other Holders Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

  • Communication by Holders with Other Holders Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Securities. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c).

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

  • Communication by the Holders with Other Holders The Holders may communicate pursuant to Section 312(b) of the TIA with other Holders with respect to their rights under this Indenture or the Securities. The Issuers, the Trustee, the Registrar and other Persons shall have the protection of Section 312(c) of the TIA.

  • Sales of Shares by the Trust In addition to sales by the Distributor, the Trust reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split or to sell shares to its shareholders or other persons at not less than net asset value to the extent that the Trust, its officers, or other persons associated with the Trust participate in the sale, or to the extent that the Trust or the transfer agent for its shares receive purchase requests for shares.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration.

  • By Holders In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided that the obligation to indemnify will be individual, not joint and several, for each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

  • Other Holders The Warrants are issued upon the following terms, to all of which each Holder or owner thereof by the taking thereof consents and agrees: (a) any person who shall become a transferee, within the limitations on transfer imposed by Section 3(a) hereof, of a Warrant properly endorsed, shall take such Warrant subject to the provisions of Sections 3(a) and 3(b) hereof and thereupon shall be authorized to represent that such transferee is the absolute owner thereof and, subject to the restrictions contained in this Warrant Agreement, shall be empowered to transfer absolute title by endorsement and delivery thereof to a permitted bona fide purchaser for value; and (b) each prior taker or owner waives and renounces all equities or rights in such Warrant in favor of each such permitted bona fide purchaser, and each such permitted bona fide purchaser shall acquire absolute title thereto and to all rights presented thereby; and (c) until such time as the respective Warrant is transferred on the books of the Company, the Company may treat the registered Holder thereof as the absolute owner thereof for all purposes, notwithstanding any notice to the contrary.

  • Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon timely receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7 hereof and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7 hereof) and establish procedures to distribute such rights (by means of warrants or otherwise) and to enable the Holders to exercise the rights (upon payment of applicable fees and charges of, and expenses incurred by, the Depositary and taxes and/or other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • Call of Meetings by Company or Holders In case at any time the Company, pursuant to a Board Resolution, or the Holders of at least 10% of the aggregate principal amount of the Notes then outstanding, shall have requested the Trustee to call a meeting of Holders, by written request setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have delivered the notice of such meeting within 20 days after receipt of such request, then the Company or such Holders may determine the time and the place for such meeting and may call such meeting to take any action authorized in Section 9.01, by delivering notice thereof as provided in Section 9.02.

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