Drag-Along Obligation. The Holder agrees that the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms of the Drag-Along provision set forth below. In the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option.
Appears in 8 contracts
Samples: Restricted Stock Award Agreement (Ecotality, Inc.), Restricted Stock Award Agreement (Ecotality, Inc.), Restricted Stock Award Agreement (Ecotality, Inc.)
Drag-Along Obligation. The Holder agrees that If at any time after the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms fourth anniversary of the DragSeries H Original Issue Date, holders representing at least sixty-Along provision set forth below. In the event of an Approved Sale six and two-thirds percent (as defined below66-2/3%) of the Investor Preferred Stock then outstanding (the “Selling Investors”) shall approve (a) a proposal from a Person for the transfer, directly or indirectly, of a majority of the Company’s stock to such Person (a “Stock Sale”), (b) the Stockholders merger or consolidation of the Company with or into another Person in which the Company’s stockholders will consent receive cash or securities of any other Person for their shares or (c) the sale by the Company or its Subsidiaries of all or substantially all of their assets to a Person, in each of the above cases for a specified price payable in cash or otherwise and raise no objections on specified terms and conditions (including seeking appraisal or similar rightsa “Sale Proposal”), then the Company shall deliver a written notice (a “Required Sale Notice”) with respect to such Sale Proposal to each Stockholder stating that the Approved Selling Investors have approved a Sale Proposal and proposes to effect the Sale Proposal and providing the identity of the Persons involved in such Sale Proposal and the process thereof andterms thereof. Each such Stockholder, if the Approved upon receipt of a Required Sale is structured as a sale of capital stock and if Notice, shall be obligated, which obligation shall be enforceable by the Selling Stockholders Investors and the Company, to participate in the transaction (a “Required Sale”) contemplated by the Sale Proposal, and agrees as defined belowfollows:
(a) so requestif such transaction requires stockholder approval, with respect to all Shares that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of, and adopt, such Sale Proposal (together with any related amendment to the Stockholders will agree Company’s Certificate of Incorporation required in order to implement such Sale Proposal) and to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale Proposal;
(b) if such transaction is a Stock Sale, to sell all the same proportion of Shares beneficially held by such Stockholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their shares of Common Stock and rights to acquire Common Stock Shares on the same terms and conditions as the Selling Investors;
(c) to execute and deliver all related documentation and take such other action in support of the Approved Sale (including Proposal as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are shall reasonably be requested by the Company or the Selling Stockholders. For purposes Investors in order to carry out the terms and provision of this SectionSection 3.5, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;
(d) not to deposit, and to cause their Affiliates not to deposit, except as provided in this Agreement, any Shares owned by such party or Affiliate in a voting trust or subject any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested to do so by the acquiror in connection with the Sale Proposal; and
(e) if the consideration to be paid in exchange for the Shares pursuant to this Section 3.5 includes any securities and due receipt thereof by any Stockholder would require under applicable law (x) the registration or qualification of such securities or of any person as a broker or dealer or agent with respect to such securities or (y) the provision to any Stockholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “Approved Saleaccredited investors” means as defined in Regulation D promulgated under the sale Securities Act, the Company may cause to be paid to any such Stockholder in lieu thereof, against surrender of the Company and its subsidiariesShares which would have otherwise been sold by such Stockholder, if any, an amount in a single transaction or cash equal to the fair value (as determined in a series good faith by the Company’s Board of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%Directors) of the outstanding Common Stock (whether securities which such Stockholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares. Any Required Sale Notice may be rescinded by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially the Company upon the request of the Selling Investors by delivering written notice thereof to all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Paratek Pharmaceuticals Inc), Investor Rights Agreement (Paratek Pharmaceuticals Inc)
Drag-Along Obligation. The Holder agrees that the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms of the Drag-Along provision set forth below. In the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant Subject to which such third party proposes to acquire one hundred percent (100%) Section 8.4, so long as CRC owns at least 10% of the outstanding Common Stock Membership Interests, if CRC approves a sale, transfer, or other disposition (whether including by merger, consolidationconsolidation or other business combination) to a Person that is not an Affiliate of CRC, recapitalization, reorganization of (i) all of the Membership Interests or otherwise(ii) or all or substantially all of the assets of the Company and its subsidiariessubsidiaries determined on a consolidated basis (each an "Approved Sale"), each Member shall consent to and raise no objection to the Approved Sale or the process pursuant to which the Approved Sale was arranged, waive any dissenter's rights and other similar rights, and (1) if the Approved Sale is structured as a sale of Membership Interests, shall agree to sell all Membership Interests owned by such Member on the terms and conditions approved by CRC, (b2) which has been approved by if the board Approved Sale is structured as a merger or consolidation, each Member shall vote in favor thereof, and (3) if the Approved Sale is structured as a sale of directors all or substantially all of the assets of the Company and a subsequent dissolution and liquidation of the holders Company, each Member Party shall vote in favor thereof and will vote in favor of a majority the subsequent dissolution and liquidation of Common Stock the Company; provided, however, that in no event shall ESNI be required to consent to any Approved Sale if the Fair Market Value of the aggregate consideration to be received by ESNI from such Approved Sale is less than the then outstanding principal amount under the Promissory Notes. Each Member will take all necessary and desirable actions as directed by CRC in connection with the consummation of any Approved Sale, including, without limitation, executing the applicable purchase agreement and granting identical indemnification rights. Notwithstanding the foregoing, no Member shall be required to agree to (the “Selling Stockholders”1) make representations and warranties in connection with such Approved Sale, except representations and warranties with respect to such Member and such Member's Membership Interest, and (c2) pursuant indemnify the buyer or any other Person in connection with such Approved Sale or make a payment in connection with a purchase price adjustment for an amount in excess of the lesser of (I) its pro rata share of such indemnification or purchase price adjustment obligation, other than indemnification obligations with respect to which all holders of Common Stock receive representations and warranties regarding such Member or (whether II) the proceeds such Member receives in such transaction or, Approved Sale.
(b) The obligations of each Member with respect to an asset saleApproved Sale are subject to the satisfaction of the following condition: upon the consummation of the Approved Sale, upon a subsequent liquidation) each Member will receive the same form and amount of consideration per share of Common Stock or, as each other Member (proportional to each Member's Membership Interest) or if any holders Members are given an option as to the form and amount of consideration to be received, all holders are Members shall be given the same option. In addition, the obligations of ESNI with respect to an Approved Sale is subject to the receipt by ESNI of an amount of consideration equal to at least the then outstanding principal amount under the Promissory Notes.
(c) All Members shall bear their pro rata share of any reasonable costs related to the Approved Sale, to the extent such costs are not otherwise paid by the Company or the acquiring party (provided that no Member shall be obligated to bear any costs in excess of the proceeds payable to such Member in such Approved Sale). Costs incurred by Members on their own behalf will not be considered costs of the transaction hereunder.
Appears in 2 contracts
Samples: Contribution Agreement (E Sync Networks Inc), Operating Agreement (E Sync Networks Inc)
Drag-Along Obligation. The Holder agrees that (a) Subject to Section 12.7(b) below, if after the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms fifth anniversary of the Drag-Along provision set forth below. In Opening Date, TER shall desire to accept (X) a proposal from a Person for the event transfer, directly or indirectly, of an Approved Sale (as defined below) all of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions in connection with the consummation of the Approved Sale as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale Interests of the Company and its subsidiariesto such person, if any, in a single transaction (Y) the merger or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) consolidation of the outstanding Common Stock Company with or into another Person in which the Members of the Company will receive cash or securities of any other Person for their Interests or (whether by merger, consolidation, recapitalization, reorganization or otherwiseZ) or an offer to purchase all or substantially all of the assets and business of the Company Company, in each of the above cases for a specified price payable in cash or otherwise and its subsidiarieson specified terms and conditions ((X), (bY) and (Z), collectively, a “Sale Proposal”), then TER shall deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to each General Member stating that TER proposes to effect the Sale Proposal and providing the identity of the Persons involved in such Sale Proposal and the terms thereof. Each General Member, upon receipt of a Required Sale Notice, shall be obligated (the “Drag Along Obligation”), which has been approved Drag Along Obligation shall be enforceable by TER, to sell their Interests and/or participate in the transaction (a “Required Sale”) contemplated by the board Sale Proposal, to vote their Interest in favor of directors such Sale Proposal at any meeting of Members called to vote on or approve such Sale Proposal and otherwise to take all reasonably necessary action to cause the Representatives, the Company and the holders of a majority of Common Stock (Members to consummate such Required Sale; provided, that the “Selling Stockholders”) General Members shall not be obligated to make substantive representations and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as warranties to the form purchaser regarding the business and amount assets of the Company, but shall be obligated to make customary representations regarding their ownership of their respective Interests in the Company, and the absence of liens and encumbrances thereon; but any holdback of the purchase price by the purchaser shall be allocated proportionally to the consideration payable to each Member. Any such Required Sale Notice may be rescinded by TER by delivering written notice thereof to all of the General Members.
(b) Notwithstanding the provisions of Section 12.7(a) above, the Drag Along Obligation shall only be binding upon the General Members if the consideration to be receivedreceived by the Members is determined to be fair, all holders are given from a financial point of view, as evidenced by a fairness opinion from a nationally recognized investment banking or valuation firm retained by the same optionCompany to render such fairness opinion to the Board.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Trump Entertainment Resorts Holdings Lp)
Drag-Along Obligation. The Holder agrees that (a) If the Shares shall be subject toFounders find an acquiror for all or any portion of their Common Stock (whether such sale is by way of purchase of assets or Common Stock, merger, recapitalization or other form of transaction), and in connection with such transaction, Xxxx determines not to exercise the Holder Xxxx Redemption Right (as described in Section 2.5 below and if such right is applicable to such transaction), then at the request of the Founders, whether or not the Xxxx Redemption Right is then exercisable, Xxxx shall be fully bound as a “Stockholder” sell or otherwise transfer the same percentage of his Common Stock to such acquiror on the same terms and conditions that apply to the sale or other transfer by the terms Founders of their Common Stock. At any time during which the Xxxx Redemption Right shall remain exercisable: (A) Xxxx shall not be obligated to sell or otherwise transfer his Common Stock pursuant to this Section 2.2 to any acquiror that is an Affiliate of the Drag-Along provision set forth belowFounders unless the acquiror, the Founders or another Affiliate of the Founders provides to Xxxx a substantially equivalent right extending for no less time than the time during which the Xxxx Redemption Right would otherwise then remain exercisable and (B) Xxxx shall not be obligated to sell or otherwise transfer his Common Stock pursuant to this Section 2.2 to any acquiror that is not an Affiliate of the Founders unless the consideration provided to Xxxx is in the form of cash and/or marketable securities. In Xxxx further agrees to timely take such other actions as the Founders may reasonably request in connection with the approval of the consummation of such sale or other transfer, including, voting all of his Common Stock in favor of such sale, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary or desirable to consummate such sale or other transfer and, in the event of an Approved Sale (as defined below) of the Company, the Stockholders will consent to and raise no objections (including seeking appraisal such sale or similar rights) with respect to the Approved Sale and the process thereof and, if the Approved Sale other transfer is structured as a recapitalization, agreeing to transfer and retain those percentages of his Common Stock as are requested by the Founders.
(a) If the Founders find an acquiror for all or any portion of their Common Stock (whether such sale is by way of capital stock purchase of assets or Common Stock, merger, recapitalization, or other form of transaction), and if in connection with such transaction, Xxxxx agrees to sell or otherwise transfer shares of his Common Stock to such acquiror on the Selling Stockholders (same terms and conditions that apply to the sale or other transfer by the Founders of their Common Stock, then, at the request of Founders, each of Di Dia, Gradstein and Van Dalsem shall sell or otherwise transfer the same percentage of his or its Common Stock as defined below) so requestis transferred by the Founders, to such acquiror on the Stockholders will same terms and conditions that apply to the sale or other transfer by the Founders of their Common Stock. Notwithstanding the foregoing, in the event that Xxxxx does not agree to sell all or otherwise transfer any of their shares of his Common Stock and rights to acquire the acquiror, each of Di Dia, Gradstein and/or Van Dalsem may nonetheless agree, in his or its sole discretion, to transfer at the request of the Founders, the same percentage of his or its Common Stock to such acquiror on the same terms and conditions that apply to the sale or other transfer by the Founders of their Common Stock. If Di Dia, Gradstein and/or Van Dalsem (i) is required to sell or otherwise transfer Common Stock pursuant to the Approved Sale first sentence of this Section 2.2(b), or (including ii) otherwise agrees to sell or otherwise transfer Common Stock pursuant to the second sentence hereof, each selling or transferring party further agrees to timely take such other actions as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions Founders may reasonably request in connection with the approval of the consummation of such sale or other transfer, including voting all of his or its Common Stock in favor of such a sale, waiving any dissenters' rights, and executing such agreements, powers of attorney, voting proxies and other documents and instruments as may be necessary or desirable to consummate such sale or other transfer and, in the Approved Sale event such sale or other transfer is structured as a recapitalization, agreeing to transfer and retain those percentages of his or its Common Stock as are reasonably requested by the Company or the Selling Stockholders. For purposes of this Section, “Approved Sale” means the sale of the Company and its subsidiaries, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same optionFounders.
Appears in 1 contract
Drag-Along Obligation. The Holder agrees that REVIEW ONLY
3.7.1 If (i) the holders of at least 50.1% of the Shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation) (collectively, the “Selling Investors”); and (ii) the Board of Directors of the Corporation, approve a Sale of the Corporation in writing, specifying that this Section 3.7 shall be subject to, and the Holder shall be fully bound as apply to such transaction (a “Stockholder” by the terms of the Drag-Along provision set forth below. In Approval”), then each Shareholder, the event of an Approved Sale Voting Trustee and the Corporation hereby agree to the following (as defined belowcollectively, the “Drag-Along Obligation”):
(a) if such transaction requires shareholder approval, the Voting Trustee, on behalf of the CompanyShareholder, shall vote in accordance with Section 3.6.2(d);
(b) if such transaction is a Share Sale, the Stockholders will consent Voting Trustee, on behalf of the Shareholder, shall sell the same proportion of share capital of the Corporation beneficially held by such Shareholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 3.7.2, on the same terms and raise no objections conditions as the Selling Investors;
(including seeking appraisal c) the Voting Trustee, on behalf of the Shareholder, shall execute and deliver all related documentation and take such other action in support of the Sale of the Corporation as shall reasonably be requested by the Corporation or the Selling Investors in order to carry out the terms and provision of this Section 3.7, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, amalgamation agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share Certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar rightsor related documents;
(d) the Voting Trustee, on behalf of the Shareholder, shall not deposit, and shall cause the Affiliates of the Shareholder not to deposit, except as provided herein, any Shares owned by the Shareholder or the Shareholder’s Affiliates in a voting trust or subject any Shares owned by the Shareholder or the Shareholder’s Affiliates to any arrangement or agreement with respect to the Approved Sale and voting of such Shares, unless specifically requested to do so by the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions acquiror in connection with the consummation Sale of the Approved Sale as are reasonably requested by Corporation;
(e) the Company or the Selling Stockholders. For purposes of this SectionVoting Trustee, “Approved Sale” means the sale on behalf of the Company and its subsidiariesShareholder, if any, in a single transaction or in a series of related transactions, to a third party (a) pursuant to which such third party proposes to acquire one hundred percent (100%) of the outstanding Common Stock (whether by merger, consolidation, recapitalization, reorganization or otherwise) or all or substantially all of the assets of the Company and its subsidiaries, (b) which has been approved by the board of directors of the Company and the holders Shareholder shall refrain from exercising any dissent rights or rights of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, appraisal under applicable law at any time with respect to an asset sale, upon a subsequent liquidationsuch Sale of the Corporation;
(f) if the same form and amount of consideration per share of Common Stock or, if any holders are given an option as to the form and amount of consideration to be received, all holders are given paid in exchange for the same option.Shares pursuant to this Section
Appears in 1 contract
Samples: Voting Trust Agreement
Drag-Along Obligation. The Holder agrees that 3.7.1 If (i) the Shares shall be subject to, and the Holder shall be fully bound as a “Stockholder” by the terms holders of at least 50.1% of the Common shares in the capital of the Corporation (either present and voting or represented by proxy at a meeting of shareholders of the Corporation or by way of resolutions in writing or consents, approvals and waivers in writing executed by such shareholders of the Corporation) (collectively, the ‘‘Selling Investors’’); and (ii) the Board of Directors of the Corporation, approve a Sale of the Corporation in writing, specifying that this Section 3.7 shall apply to such transaction (a ‘‘Drag-Along provision set forth below. In Approval’’), then each Shareholder, the event of an Approved Sale Voting Trustee and the Corporation hereby agree to the following (as defined belowcollectively, the ‘‘Drag-Along Obligation’’):
(a) if such transaction requires shareholder approval, the Voting Trustee, on behalf of the CompanyShareholder, shall vote in accordance with Section 3.6.2(d);
(b) if such transaction is a Share Sale, the Stockholders will consent Voting Trustee, on behalf of the Shareholder, shall sell the same proportion of share capital of the Corporation beneficially held by such Shareholder as is being sold by the Selling Investors to the Person to whom the Selling Investors propose to sell their Shares, and, except as permitted in Section 3.7.2, on the same terms and raise no objections conditions as the Selling Investors;
(including seeking appraisal c) the Voting Trustee, on behalf of the Shareholder, shall execute and deliver all related documentation and take such other action in support of the Sale of the Corporation as shall reasonably be requested by the Corporation or the Selling Investors in order to carry out the terms and provision of this Section 3.7, including, without limitation, executing and delivering instruments of conveyance and transfer, and any purchase agreement, amalgamation agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share Certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances), and any similar rightsor related documents;
(d) the Voting Trustee, on behalf of the Shareholder, shall not deposit, and shall cause the Affiliates of the Shareholder not to deposit, except as provided herein, any Shares owned by the Shareholder or the Shareholder’s Affiliates in a voting trust or subject any Shares owned by the Shareholder or the Shareholder’s Affiliates to any arrangement or agreement with respect to the Approved Sale and voting of such Shares, unless specifically requested to do so by the process thereof and, if the Approved Sale is structured as a sale of capital stock and if the Selling Stockholders (as defined below) so request, the Stockholders will agree to sell all of their shares of Common Stock and rights to acquire Common Stock on the terms and conditions of the Approved Sale (including as to provisions regarding representations, warranties and indemnification). The Stockholders will use their best efforts to cooperate in the Approved Sale (including voting in favor of the Approved Sale, if necessary) and will take all necessary and desirable actions acquiror in connection with the consummation Sale of the Approved Corporation;
(e) the Voting Trustee, on behalf of the Shareholder, and the Shareholder shall refrain from exercising any dissent rights or rights of appraisal under applicable law at any time with respect to such Sale of the Corporation;
(f) if the consideration to be paid in exchange for the Shares pursuant to this Section 3.7 includes any securities and due receipt thereof by any Shareholder would require under applicable law:
(i) the registration or qualification of such securities or of any Person as are reasonably requested a broker or dealer or agent with respect to such securities; or (ii) the provision to any Shareholder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to ‘‘accredited investors’’ as defined in National Instrument 45-106 Prospectus Exemptions (‘‘NI 45-106’’), the Corporation may cause to be paid to any such Shareholder in place thereof, against surrender of the Shares which would have otherwise been sold by such Shareholder, an amount in cash equal to the fair value (as determined in good faith by the Company or Corporation) of the securities which such Shareholder would otherwise receive as of the date of the issuance of such securities in exchange for the Shares; and FORM - DO NOT COPY
(g) if the Selling Stockholders. For purposes of this SectionInvestors, “Approved Sale” means the sale in connection with such Sale of the Company Corporation, appoint a Shareholder Representative as described in Section 3.6.2(e): (i) the Voting Trustee, on behalf of the Shareholder, shall consent to the matters outlined in Section 3.6.2(e); and (ii) the Shareholder shall not assert any claim or commence any suit against the Shareholder Representative or any other Shareholder with respect to any action or inaction taken or failed to be taken by the Shareholder Representative in connection with its subsidiariesservice as the Shareholder Representative, if anyabsent fraud or willful misconduct.
3.7.2 Notwithstanding the foregoing, unless otherwise agreed to in writing by the Shareholder specifically referring to this Section 3.7.2, a single transaction or Shareholder will not be required to comply with Section 3.7.1 in a series connection with any proposed Sale of related transactionsthe Corporation (the ‘‘Proposed Sale’’), to a third party unless:
(a) pursuant any representations and warranties to which be made by such third party proposes Shareholder in connection with the Proposed Sale are limited to acquire one hundred percent (100%) representations and warranties related to authority, ownership and the ability to convey title to such Shares and residency of the outstanding Common Stock Shareholders for tax purposes, including, but not limited to, representations and warranties that: (whether by mergeri) the Shareholder holds all right, consolidationtitle and interest in and to the Shares such Shareholder purports to hold, recapitalization, reorganization or otherwisefree and clear of all liens and encumbrances; (ii) or all or substantially all the obligations of the assets of Shareholder in connection with the Company and its subsidiaries, (b) which has transaction have been approved by the board of directors of the Company and the holders of a majority of Common Stock (the “Selling Stockholders”) and (c) pursuant to which all holders of Common Stock receive (whether in such transaction or, with respect to an asset sale, upon a subsequent liquidation) the same form and amount of consideration per share of Common Stock orduly authorized, if any holders are given an option as to the form and amount of consideration to be received, all holders are given the same option.applicable;
Appears in 1 contract
