CD&R Sale Sample Clauses

CD&R Sale. If at any time after the date of this Agreement and prior to the initial Public Offering, the Company shall propose to issue or sell any shares of its capital stock (or any securities convertible into or exchangeable for such capital stock) to the CD&R Fund or any of its Affiliates (a “CD&R Sale”), the Company shall offer to each of the Co-Investors the right to purchase that number of additional shares of capital stock (or such other security), on the same terms and conditions as the proposed CD&R Sale, in order that such Co-Investor would have the opportunity to hold the same percentage of shares of the Company’s capital stock (on a fully diluted basis) after giving effect to the CD&R Sale as such Co-Investor held immediately prior thereto (an “Offer”). Notwithstanding the foregoing, none of the following transactions shall constitute a CD&R Sale: the issuance by the Company of any shares of its capital stock (or any securities convertible into or exchangeable for such capital stock) to the CD&R Fund (a) pursuant to that certain Stock Subscription Agreement, dated as of the date hereof, between the Company and the CD&R Fund, (b) as a ratable dividend or distribution on such capital stock then outstanding, or in connection with any ratable stock split, reclassification, recapitalization, consolidation or similar event affecting such capital stock, or (c) upon conversion or exchange of any securities convertible into or exchange for such capital stock, which securities were issued in compliance with this Article V.
Sample 1Sample 2
AutoNDA by SimpleDocs
CD&R Sale. If at any time after the date of this Agreement and prior to the establishment of a Public Market with respect to the Common Stock, the Company shall propose to issue or sell any additional shares of its capital stock (or any securities that may be exchanged for or converted into such capital stock) to the CD&R Fund or any Affiliate of the CD&R Fund (a "CD&R Sale"), the Company shall offer to each holder of Registrable Securities that is an accredited investor (as such term is defined in Rule 501 of Regulation D under the Securities Act) the right to purchase that number of additional shares of the Company's capital stock (or such other security), on the same terms and conditions as the proposed CD&R Sale, such that such holder would have the opportunity to hold the same percentage of shares of the Company's capital stock (on a fully diluted basis) after giving effect to the CD&R Sale, as such holder held immediately prior thereto (an "Offer"). Notwithstanding the foregoing, none of the following transactions shall constitute a CD&R Sale: the issuance by the Company of any shares of its capital stock (or any securities that may be exchanged for or converted into such capital stock) (A) pursuant to the transactions described in Section 1, or (B) in exchange for Common Stock.
Sample 1
CD&R Sale. If at any time after the date of this Agreement and prior to the establishment of a Public Market with respect to the Common Stock, the Company shall propose to issue or sell any additional shares of its capital stock (or any securities that may be exchanged for or converted into such capital stock) to the CD&R Fund or any Affiliate of the CD&R Fund (a "CD&R Sale"), the Company shall offer to Exel the right to purchase that number of additional shares of the Company's capital stock (or such other security), on the same terms and conditions as the proposed CD&R Sale, such that Exel would have the opportunity to hold the same percentage of shares of the Company's capital stock (on a fully diluted basis) after giving effect to the CD&R Sale, as Exel held immediately prior thereto (an "Offer"). Notwithstanding the foregoing, none of the following transactions shall constitute a CD&R Sale: the issuance by the Company of any shares of its capital stock (or any securities that may be exchanged for or converted into such capital stock) (A) pursuant to the transactions described in Section 1, or (B) in exchange for Common Stock.
Sample 1

Related to CD&R Sale

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in Section 4 hereof.

  • Asset Transfer Seller shall have delivered to Buyer the following instruments of transfer and assignment in accordance with the provisions hereof, transferring to Buyer all of Seller's right, title and interest in and to the Assets, free and clear of all Liens:

  • Company Sale 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined.

  • Valid Sale This Agreement evidences a valid sale and assignment of the Sold Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.

  • Qualified IPO “Qualified IPO” shall mean a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act, covering the offer and sale of Parent Common Stock (other than a registration on Form X-0, Xxxx X-0 or comparable or successor forms), with aggregate gross proceeds (prior to underwriters’ commissions and expenses) to Parent of more than $20,000,000 and a per share price of not less than $2.4051.

  • Approved Sale If the Board shall deliver a notice to Optionee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Optionee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of shares not having a liquidation preference. Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan, including without limitation Section 14 of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 6 shall not require Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

  • Consolidation, Merger or Sale or Transfer of Assets or ------------------------------------------------------ Earning Power. -------------

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

Time is Money Join Law Insider Premium to draft better contracts faster.