Series B Transfer Sample Clauses

Series B Transfer. If (i) at any such time that the Purchaser beneficially owns a number of shares of Preferred Stock with an aggregate Liquidation Price equal to at least the Threshold Amount and (ii) GM receives a bona fide written proposal from a Person that is not a GM Related Party or otherwise a Controlled Affiliate of GM for the Transfer of any shares of Series B Common Stock (excluding any Exempt Transfer) and GM determines, in his sole discretion, to sell such shares of Series B Common Stock: (1) GM shall provide Purchaser with written notice thereof; and (2) If the consideration to be received by GM in proposed Transfer consists at least 90% of cash in exchange for the Series B Common Stock, then (A) Purchaser will be entitled to engage (and if it so elects to engage, GM shall so engage with Purchaser in good faith) for a period not less than five Business Days in private discussions with, and make private proposals to, GM with respect to a potential Transfer of Series B Common Stock to Purchaser or one or more of its Controlled Affiliates in which the GM would receive all cash consideration therefor in an amount (including the cash consideration for the non-cash portion of the consideration in the CIC Cash Proposal at the fair market value) no less than the original third-party proposal (the “Series B Matching Proposal”) (B) in the event Purchaser agrees in writing to acquire all but not less than all of the Series B Common Stock proposed to be Transferred in a transaction in which GM would receive all cash consideration therefor in an amount no less than the original third-party proposal and otherwise on terms no less favorable than the third-party proposal in the aggregate (the “Series B Matching Proposal”), then, subject to compliance by GM with any duties, fiduciary or otherwise, arising out of his ownership of Series B Common Stock, GM and Purchaser shall use commercially reasonable efforts to consummate such Series B Matching Proposal, subject to GM’s right in its sole discretion to determine not to Transfer (other than an Exempt Transfer) such Series B Common Stock at such time. (3) Notwithstanding anything in this Section 4.10 or this Agreement to the contrary, the parties acknowledge and agree that this Section 4.10(b) does not apply to any Tripadvisor Transaction, Exempt Transfer or Transfers pursuant to a merger, consolidation or other business combination where the Company is a constituent corporation.