Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-paragraph 3D(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by ----------- Purchaser, and if Purchaser was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-diluted basis), Purchaser would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR. (ii) The purchase price to be paid by any transferee for shares of Class A Common transferred in accordance with this paragraph 3D shall be equal to the amount per share of Class A Common which such transferee has agreed to pay to Purchaser.
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Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-sub- paragraph 3D(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of ----------- 100 shares by ----------- Purchaser, and if Purchaser was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-diluted basis), Purchaser would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of Class A Common transferred in accordance with this paragraph 3D shall be equal to the amount per share of Class A Common which such transferee has agreed to pay to Purchaser.
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Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-sub paragraph 3D(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares ----------- by ----------- Purchaser, and if Purchaser was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-fully- diluted basis), Purchaser would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of Class A Common transferred in accordance with this paragraph 3D shall be equal to the amount per share of Class A Common which such transferee has agreed to pay to Purchaser.
Section 4. Additional Restrictions on Transfer of Investor Stock. ---------------------------------------------------------------- 4A. Legend. The Purchaser hereby represents that it is acquiring ------ the Investor Stock purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent the Purchaser and subsequent holders of Investor Stock from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Investor Stock shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JANUARY 31, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR PURCHASE AGREEMENT BETWEEN THE COMPANY AND CERTAIN INVESTORS, DATED AS OF JANUARY 31, 1995. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
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Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-paragraph subparagraph 3D(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by ----------- Purchaser, and if Purchaser was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-fully- diluted basis), Purchaser would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser will use its best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of Class A Common transferred in accordance with this paragraph 3D shall be equal to the amount per share of Class A Common which such transferee has agreed to pay to Purchaser.
Section 4. Additional Restrictions on Transfer of Investor Stock. ----------------------------------------------------- 4A. Legend. The Purchaser hereby represents that it is acquiring the ------ Investor Stock purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws; provided that nothing contained herein shall prevent the Purchaser and subsequent holders of Investor Stock from transferring such securities in compliance with the provisions of Section 4 hereof. Each certificate for Investor Stock shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED AS OF JANUARY 31, 1995, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFER AND CERTAIN OTHER AGREEMENTS SET FORTH IN AN INVESTOR PURCHASE AGREEMENT BETWEEN THE COMPANY AND CERTAIN INVESTORS, DATED AS OF JANUARY 31, 1995. A COPY OF SUCH AGREEMENT MAY BE OBTAINED BY THE HOLDER HEREOF AT THE ISSUER'S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE."
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Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser Executive within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser Executive and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-paragraph 3D(iisubparagraph 6(d)(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser Executive and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by ----------- PurchaserExecutive, and if Purchaser Executive was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-diluted basis), Purchaser Executive would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser Executive will use its his best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Executive Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of Class B Common and Class A Common transferred in accordance with this paragraph 3D 6(d) shall be determined as follows:
(i) the price per share to be paid for Class B Common included in such Transfer shall be equal to the amount per share of Class A B Common which such transferee has agreed to pay to PurchaserExecutive and (ii) the price per share to be paid for Class A Common included in such Transfer shall be the price per share described in clause (i) plus the quotient ---- (the "Per Share Preference") of (A) the sum of the Unreturned -------------------- Preferred Amount and the Unpaid Yield of the Class A Common at such time divided by ---------- (B) the number of shares of Class A Common then outstanding.
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Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser Executive within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser Executive and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-paragraph 3D(iisubparagraph 6(d)(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser Executive and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by ----------- PurchaserExecutive, and if Purchaser Executive was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-fully- diluted basis), Purchaser Executive would be entitled to sell 60 shares (30% / - 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / - 50% x 100 shares). Purchaser Executive will use its his best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Executive Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of Class B Common and Class A Common transferred in accordance with this paragraph 3D 6(d) shall be determined as follows:
(i) the price per share to be paid for Class B Common included in such Transfer shall be equal to the amount per share of Class A B Common which such transferee has agreed to pay to PurchaserExecutive and (ii) the price per share to be paid for Class A Common included in such Transfer shall be the price per share described in clause (i) plus the quotient ---- (the "Per Share Preference") of (A) the sum of the Unreturned Preferred Amount -------------------- and the Unpaid Yield of the Class A Common at such time divided by (B) the ---------- number of shares of Class A Common then outstanding.
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Co-Sale Rights. (i) GTCR may elect to participate in the contemplated Transfer by delivering written notice to Purchaser Executive within 90 days after delivery of the Sale Notice to GTCR. If GTCR has elected to participate in such Transfer, Purchaser Executive and GTCR shall be entitled to sell in the contemplated Transfer, on the same terms and at the price calculated pursuant to sub-paragraph 3D(iisubparagraph 6(d)(ii) below, a number of shares equal to the product of (x) the quotient determined by dividing the number of shares of Common Stock owned by such person by the aggregate number of shares of Common Stock owned by Purchaser Executive and GTCR and (y) the number of shares to be sold in the contemplated Transfer. For example, if the Sale Notice contemplated a sale of 100 shares by Executive, ----------- Purchaser, and if Purchaser Executive was at such time the owner of 30% of the Company's Common Stock (on a fully-diluted basis) and if GTCR elected to participate and GTCR owned 20% of the Company's Common Stock (on a fully-diluted basis), Purchaser Executive would be entitled to sell 60 shares (30% / 50% x 100 shares) and GTCR would be entitled to sell 40 shares (20% / 50% x 100 shares). Purchaser Executive will use its his best efforts to obtain the agreement of the prospective transferee(s) to the participation of GTCR in the contemplated transfer and will not transfer any Investor Executive Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of GTCR.
(ii) The purchase price to be paid by any transferee for shares of Class B Common and Class A Common transferred in accordance with this paragraph 3D 6(d) shall be determined as follows:
(i) the price per share to be paid for Class B Common included in such Transfer shall be equal to the amount per share of Class A B Common which such transferee has agreed to pay to Purchaser.Executive and (ii) the price per share to be paid for Class A Common included in such Transfer shall be the price per share described in clause (i) plus the quotient (the "Per ---- --- Share Preference") of (A) the sum of the Unreturned Preferred ---------------- Amount and the Unpaid Yield of the Class A Common at such time divided ------- by (B) the number of shares of Class A Common then outstanding. --
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