The Majority. Shareholders after receiving the Tag-Along Notice, shall not transfer the Transfer Shares to the third party purchaser unless the third party purchaser is willing to simultaneously purchase the Tag-Along Shares and pay to the Minority Shareholders the Tag-Along Price per Tag-Along Shares. It is expressly clarified and agreed between the Parties that if, for any reason whatsoever, the proposed third party purchaser is unable to acquire the Tag-Along Shares on the terms set forth in this Clause, the proposed third party purchaser shall not acquire any of the Transfer Shares.
The Majority. Shareholders Group shall cause the Board of Directors of the Company to approve a Stock Exchange Agreement between the Company and Buyer wherein 2,000,000 post 5:1 forward split shares of unissued common stock of Buyer will be exchanged with 2,000,000 post 1:6 reverse split shares of unissued common stock of Company. Such stock exchange shall take place after effectivity of the purchase by Buyer of the Shares from the Majority Shareholder group.
The Majority. Class CE Certificateholder shall have the right, and to the extent the Majority Class CE Certificateholder does not exercise such right, the Master Servicer shall have the right (the party exercising such right, the "Terminator"), to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i) of the preceding paragraph no later than the Determination Date in the month immediately preceding the Distribution Date on which the Certificates will be retired; provided, however, that the Terminator may elect to purchase all of the Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause (i) above only if the aggregate Stated Principal Balance of the Mortgage Loans and each REO Property remaining in the Trust Fund at the time of such election is less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance of the Residual Certificates, the Holders of the Residual Certificates agree, in connection with any termination hereunder, to assign and transfer any amounts in excess of par, and to the extent received in respect of such termination, to pay any such amounts to the Holders of the Class CE Certificates.
The Majority. Stockholders, Petals and Interiors shall execute and deliver the mutual releases in substantially the form of Exhibit A-2 annexed hereto and made a part hereof.
The Majority. Sellers’ obligation to indemnify the Buyer for any Claim not subject to De Minimis Threshold, Basket and Cap is limited in the way that such Claim together with all other Claims that may be raised against the Majority Sellers shall not exceed, in the aggregate, the Purchase Price, and notwithstanding anything to the contrary set forth herein, the aggregate liability of each Majority Seller under this Agreement shall in no event exceed such Majority Seller’s portion of the Purchase Price, such as calculated by applying the Allocation Principles.
The Majority. In-Interest of the Members are hereby authorized to cause the Company from time to time to issue to Members or other Persons other Member Interests in one or more classes, or in one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, all as shall be determined, subject to applicable Arizona law, by the Majority-In-Interest of the Members in their sole and absolute discretion, including without limitation, (i) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Member Interests, (ii) the right of each such class or series of Member Interests to share in Company distributions and (iii) the rights of each such class or series of Member Interests upon dissolution and liquidation of the Company. In the event that the Company issues Member Interests pursuant to this Section 8.2, the "tax matters partner" shall make such revisions to this Agreement as it deems necessary to reflect the issuance of such Additional Member Interests.
The Majority. Unitholders may exercise a Put Right by delivering a notice to the Issuer and the Charter Member stating that the Majority Unitholders will require the Charter Member to purchase and the Holders to sell all (but not less than all) of the Securities owned by the Holders (a "PUT NOTICE"). Within 5 days after receipt of a Put Notice by the Issuer and the Charter Member, the Issuer and the Charter Member shall give a notice to all other Holders advising them of the receipt by the Issuer and the Charter Member of such Put Notice, together with a copy of such Put Notice. The date upon which the Issuer and the Charter Member shall so advise the other Holders is herein called the "ISSUER NOTICE DATE".
The Majority. Stockholders shall not have any obligation to indemnify the Buyer for any Loss or Losses pursuant to Section 9.02(a)(i) (“Buyer Warranty Losses”) (other than with respect to Fundamental Representations and Extended Exposure Representations) (i) unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $200,000 (the “Basket”), in which case the Majority Stockholders shall be liable for all Buyer Warranty Losses including the Basket, and (ii) to the extent that Buyer Warranty Losses exceed $3,000,000 (the “Cap”) in the aggregate; provided that nothing contained in this Section 9.02(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on fraud, intentional misrepresentation, or any Losses pursuant to Sections 9.02(a)(ii), 9.02(a)(iii) or 9.02(a)(iv).
The Majority. Shareholders may terminate this Agreement by giving written notice to Mity-Lite at any time prior to the Closing (a) in the event Mity-Lite has breached any representation, warranty, or covenant contained in this Agreement in any material respect, or (b) if the Closing shall not have occurred on or before April 1, 2000 because of the failure of any condition precedent under Section 7.2 above (unless the failure results primarily from any of the Majority Shareholders breaching any representation, warranty, or covenant contained in this Agreement).
The Majority. Stockholders acknowledge and agree that from and after the Closing, the Buyer will be entitled to possession of all documents, books, records (including Tax records), agreements, and financial data of any sort relating to the Company (other than the Patriarch Stockholders’ respective internal books and records relating to the Company). The Surviving Corporation shall, and the Buyer shall cause the Surviving Corporation to, provide the Majority Stockholders with reasonable access following the Closing to the Surviving Corporation’s books and records in the Surviving Corporation’s possession as of the Closing for purposes related to (i) the Majority Stockholder’s obligations under this Agreement or to (ii) any Proceeding involving such Majority Stockholder or any claim or threatened claim by any Person against 58 such Majority Stockholder in connection with their or their Affiliates’ relationship with the Company on or prior to the Closing Date, which access shall be provided upon reasonable notice and at reasonable times; provided, however, that notwithstanding the foregoing the Surviving Corporation and the Buyer shall be under no obligation pursuant to this Agreement to retain or preserve any such records for any period of time following the Closing.
