Compelled Sale definition

Compelled Sale shall have the meaning set forth in Section 5.2.

Compelled Sale has the meaning assigned to such term in Section 12.3(a).

Compelled Sale shall have the meaning set forth in Section 7.7(b).

Examples of Compelled Sale in a sentence

• The price payable in such Transfer shall be the Compelled Sale Price.

• To exercise such right, Company shall give the Purchaser written notice of the sale in the same manner and with the same effect as a Compelled Sale, pursuant to Section 5.4; provided, however, if at the time of the exercise of such right there shall exist any Company Payment Condition, the Company may defer the payment for the purchase until such time as the Company Payment Condition no longer exists.

• In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Sale.

• If Saratoga does not elect to cause a Compelled Sale and the Purchaser (or such Permitted Transferee) desires to cause a Co-Sale pursuant to Section 5.4(a), the Purchaser (or such Permitted Transferee) must give written notice of his election to cause such Co-Sale (a "Co-Sale Notice") to Saratoga (or the representative of Saratoga as may be designated in the Control Transaction Notice) within ten (10) days following the date of the Control Transaction Notice.

• If the Compelled Sale is not consummated with respect to any Common Shares acquired upon exercise of such options or Warrants, or the Compelled Sale is not consummated, such options or Warrants shall be deemed not to have been exercised or canceled, as applicable.

More Definitions of Compelled Sale

Compelled Sale means a Company Sale in which one hundred percent (100%) of the equity or assets of the Company shall be transferred to an unaffiliated Third Party, whether by sale of stock, sale of assets, merger, recapitalization, reorganization or otherwise.

Compelled Sale means the sale by the Investors of Investor Shares pursuant to Section 3.4.

Compelled Sale. Section 3.4(a)

Compelled Sale has the meaning set forth in Section 4(a).

Compelled Sale. Rights So long as STG (together with its Permitted Transferees) continues to hold at least 30% of the outstanding shares of Common Stock (on a fully-diluted basis), and so long as an IPO has not been completed, then, if STG shall receive an arm’s-length, bona fide offer from an unaffiliated third party to purchase 100% of the equity of the Company, then STG shall have the right to cause each other stockholder to sell all of such stockholder’s Equity Securities on the same terms and conditions applicable to STG (other than commercially reasonable arms-length transactions or arrangements entered into by STG or its affiliates in good faith with such third party or its affiliates in connection with such transaction); provided that each such stockholder shall be required to make only customary representations as to such stockholder (i.e., organization, authorization, conflicts, title and brokers) and liability of each such stockholder shall be pro rata in accordance with the securities sold and limited to such stockholder’s proceeds in the transaction. Xxxxxxx will be provided with written notice of any such offer and will be provided promptly with any information that it reasonably requests regarding such proposed transaction. Transferability of Xxxxxxx’x Rights Subject to applicable laws, Xxxxxxx shall be entitled to assign its governance, registration and other rights under the Stockholders Agreement, in whole or in part, as part of any Transfer of shares made in accordance with the transfer restrictions described above.

Compelled Sale. In the event shareholders controlling not less than 50% --------------- of the voting Common Stock of the Company propose to make a Control Transfer, then all shareholders of the Company, including shareholders by virtue of holding warrants or options to purchase or securities exchangeable into Common Stock of the Company, can be required to sell their securities in the Control Transfer on a pro rata basis at the same price and on the same terms as the compelling holders (a "Compelled Sale"). A Control Transfer means sale or transfer of greater than 50% of the voting Common Stock of the Company to a third party. Tag-Along Rights: If any Principal Investor (defined as partnerships or ----------------- corporations controlled by Quad-C) transfers or sells more than 5% of the securities it owns in the Company (in a transfer that is not an Exempt Transfer, a Compelled Sale or a public sale), all other shareholders of the Company, including shareholders by virtue of holding warrants or options to purchase (but only to the extent vested) or securities exchangeable in Common Stock of the Company, shall have the right to participate in such sale on a pro rata basis at the same price and under the same terms as the Principal Investor. Board of Directors: Board size and representation will be determined. ------------------- Quad-C will control the Board. The Chief Executive Officer of the Company and one additional Management representative will be members of the Board.

Compelled Sale has the meaning assigned to such term in Section 12.3(a). “Compelled Sale Notice” has the meaning assigned to such term in Section 12.3(a). “Compelled Sale Notice Period” has the meaning assigned to such term in Section 12.3(a). “Compelled Sale Price” has the meaning assigned to such term in Section 12.3(a). “Compensation Committee” has the meaning assigned to such term in Section 6.5(e)(iv). “Contribution and Assumption Agreement” means the Contribution, Conveyance and Assumption Agreement