Right to Compel Participation in Certain Transfers Sample Clauses
The "Right to Compel Participation in Certain Transfers" clause grants a party the authority to require other stakeholders to join in the sale or transfer of interests under specified circumstances. Typically, this means that if a majority owner or a specified group decides to sell their shares or assets to a third party, they can obligate minority owners to sell their interests on the same terms, ensuring a unified transaction. This clause is commonly used to facilitate smoother and more efficient transfers by preventing minority holders from blocking or complicating significant deals, thereby ensuring that major transactions can proceed without undue hindrance.
Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same consideration and otherwise on the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the ...
Right to Compel Participation in Certain Transfers. (a) If (i) the CSH Shareholders propose to transfer Shares representing not less than 50% of their aggregate Initial Ownership of Common Stock to a Third Party in a bona fide sale for cash negotiated on an arms-length basis, and (ii) the CSH Shareholders propose a transfer in which the Shares to be transferred by the CSH Shareholders, the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, the ▇▇▇▇▇ Shareholders and the ▇▇▇▇▇▇▇▇ Shareholders would constitute more than 50% of the outstanding shares of Common Stock determined on a fully diluted basis (a "Section 4.02 Sale"), the CSH Shareholders may at their option require all ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, ▇▇▇▇▇ Shareholders and ▇▇▇▇▇▇▇▇ Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every ▇▇▇▇▇▇▇▇▇▇▇ Shareholder, ▇▇▇▇▇ Shareholder, and ▇▇▇▇▇▇▇▇ Shareholders to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the CSH Shareholders. CSH shall provide written notice of such Section 4.02 Sale to the ▇▇▇▇▇▇▇▇▇▇▇ Shareholders, the ▇▇▇▇▇ Shareholders and the ▇▇▇▇▇▇▇▇ Shareholders (a "Section 4.02 Notice") not later than the 30th day prior to the proposed Section 4.02
Right to Compel Participation in Certain Transfers. (a) If (i) the DLJ Entities propose to transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale, (ii) the DLJ Entities propose a transfer in which the Shares to be transferred by the DLJ Entities, the Institutional Shareholders and their Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Section 4.2 Sale"), the DLJ Entities may at their option require all Other Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every Other Shareholder, and (subject to and at the closing of the Section 4.2 Sale) to exercise all, but not less than all, of the options held by every Other Shareholder and to sell all of the shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the DLJ Entities; provided that any Other Shareholder who holds options the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by the DLJ Entities to exercise such options, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. In the event the Section
Right to Compel Participation in Certain Transfers. (a) If the Institutional Securityholders together propose (i) to Transfer not less than 50% of each of their respective Initial Ownership of any class or series of Company Securities to a Third Party in a bona fide sale or (ii) a Transfer in which the Company Securities to be Transferred by the Institutional Securityholders, plus the Company Securities to be Transferred by the Other Securityholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding Company Securities in a particular class or series to a Third Party pursuant to a bona fide sale, or
Right to Compel Participation in Certain Transfers. (a) If (i) the DLJ Entities propose to transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the DLJ
Right to Compel Participation in Certain Transfers. (a) If (i) the DLJ Entities propose to transfer not less than 50% of their Initial Ownership of any class of Company Securities to a Third Party in a bona fide sale or (ii) the DLJ Entities propose a transfer in which the Company Securities to be transferred by the DLJ Entities and their Permitted Transferees constitute more than 50% of such class of outstanding Company Securities (a "SECTION 4.02 SALE"), the DLJ Entities may at their option require all Other Stockholders to sell the Drag-Along Portion of their Company Securities ("DRAG-ALONG RIGHTS"). DLJMB shall provide written notice of such Section 4.02 Sale to the Other Stockholders (a "SECTION 4.02 NOTICE") not later than 15 days prior to the proposed Section 4.02
Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same
Right to Compel Participation in Certain Transfers. (a) If (i) the DLJ Entities propose to transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale, (ii) the DLJ Entities propose a transfer in which the Shares to be transferred by the DLJ Entities, the Institutional Shareholders and their Permitted Transferees constitute more than 50% of the outstanding shares of Common Stock (a "Section 4.02 Sale"), the DLJ Entities may at their option require all Other Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every Other Shareholder, and (subject to and at the closing of the Section 4.02 Sale) to exercise all, but not less than all, of the options held by every Other Shareholder and to sell all of the shares of Common Stock received upon such exercise to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the DLJ Entities; provided that any
Right to Compel Participation in Certain Transfers. If at any time one or more holders of not less than seventy five percent (75%) of the shares of Common Stock then outstanding (the "Dragging Parties") propose a Qualifying Transfer of all or a portion of their shares to a third Person, the Dragging Parties may require each of the holders of the outstanding shares of capital stock of the Company who are not Dragging Parties (collectively, the "Non-Dragging Parties") to Transfer all of their shares of capital stock, to such third Person, as follows: (i) holders of shares of Common Stock shall be entitled to the consideration to be received by the Dragging Parties; (ii) holders of shares of capital stock that are not convertible into shares of Common Stock shall be entitled to the aggregate amount of the liquidation preference plus accrued but unpaid dividends for such shares; and (iii) holders of shares of capital stock that are convertible into shares of Common Stock, if any, shall be deemed to have converted such shares into shares of Common Stock at the then applicable conversion price immediately prior to the closing of the Qualifying Transfer. The Dragging Parties shall be obligated to ensure that, in the event of the closing of such Qualifying Transfer, the same terms and price will apply to all shareholders.
Right to Compel Participation in Certain Transfers. Each Holder hereby agrees to be bound by the provisions of Section 4.2 of the Stockholders Agreement as if it were an Other Stockholder.