Exchange by Holders Clause Samples

Exchange by Holders. 3 SECTION 2.2. The First Closing............................ 4 SECTION 2.3. The Second Closing........................... 6 SECTION 2.4.
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Exchange by Holders. On the terms and subject to the conditions set forth herein, each Holder who is a member of the Stockholder Groups hereby agrees to exchange the number of shares of Industries Common Stock set forth opposite the name of such Holder under the heading "III Common Stock To Be Exchanged" on Annex I; provided that the number of shares of Industries Common Stock to be exchanged for shares of Micro Common Stock by each Holder that is a member of the Family Group shall be increased by an amount equal to the product of (a) the sum (the "Unexchanged Shares") of (x) the product of .7599 and the aggregate number of shares of Industries Common Stock set forth under the heading "III Common Stock Owned" on Annex I opposite the name of each Holder that is a member of the Industries Group identified under such heading who does not elect to participate in the Exchange pursuant to Section 2.4; and (y) the product of .7284 and the aggregate number of shares of Industries Common Stock acquired upon exercise after December 31, 1995 of options held as of December 31, 1995 as set forth under the heading "III Common Stock Owned" on Annex I opposite the name of each Holder that is a member of the Industries Optionholder Group who does not elect to participate in the Exchange pursuant to Section 2.4; and (b) a fraction (the "Holder's Fraction"), the numerator of which shall equal the number of shares of Industries Common Stock set forth opposite the name of such Holder that is a member of the Family Group under the heading "III Common Stock Owned" on Annex I and the denominator of which shall equal the total number of shares of Industries Common Stock set forth opposite the name of all Holders that are members of the Family Group under the heading "III Common Stock Owned" on Annex I. Except as otherwise determined by the Board of Directors of Industries, if the Exchange Securities of any Holder constitute less than 100% of such Holder's Industries Common Stock, the Exchange Securities of such Holder shall, to the extent practicable, consist of 90% of Class B common stock of Industries and 10% of Class A common stock of Industries.
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Related to Exchange by Holders

  • Control by Holders The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that (1) such direction shall not be in conflict with any rule of law or with this Indenture, and (2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

  • Action by Holders Whenever in this Indenture it is provided that the Holders of a specified percentage of the aggregate principal amount of the Notes may take any action (including the making of any demand or request, the giving of any notice, consent or waiver or the taking of any other action), the fact that at the time of taking any such action, the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument or any number of instruments of similar tenor executed by Holders in person or by agent or proxy appointed in writing, or (b) by the record of the Holders voting in favor thereof at any meeting of Holders duly called and held in accordance with the provisions of Article 9, or (c) by a combination of such instrument or instruments and any such record of such a meeting of Holders. Whenever the Company or the Trustee solicits the taking of any action by the Holders of the Notes, the Company or the Trustee may, but shall not be required to, fix in advance of such solicitation, a date as the record date for determining Holders entitled to take such action. The record date if one is selected shall be not more than fifteen days prior to the date of commencement of solicitation of such action.

  • 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.

  • Cooperation by Holders The Partnership shall have no obligation to include Registrable Securities of a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) if such Holder has failed to timely furnish such information that the Partnership determines, after consultation with its counsel, is reasonably required in order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

  • 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).