Participation Rights No HIG Stockholder may make a Transfer of Series C Preferred Stock pursuant to clause (a)(iv) of Section 2.1 unless such HIG Stockholder complies with the provisions of this Section 2.3. The transferring HIG Stockholder (the “Transferring Stockholder”) shall deliver a written notice (the “Offer Notice”) to the Company and to each Sankaty Stockholder that holds Series C Preferred Stock. The Offer Notice will disclose in reasonable detail the proposed number of shares of Series C Preferred Stock to be transferred, the proposed price, terms and conditions of the Transfer and the identity of the transferee. Each of the Sankaty Stockholders holding Series C Preferred Stock may elect to participate in the contemplated sale by delivering written notice to the Transferring Stockholder within 10 days after receipt of the Offer Notice. If any of such Sankaty Stockholders elects to participate in such sale (the “Participating Stockholders”), each of the Transferring Stockholder and the Participating Stockholders will be entitled to sell in the contemplated sale a number of shares of Preferred Stock equal to the product of (i) the fraction, the numerator of which is the number of shares of Series C Preferred Stock held by such Person, and the denominator of which is the aggregate number of Series C Preferred Stock owned by the Transferring Stockholder and the Participating Stockholders, multiplied by (ii) the number of shares of Series C Preferred Stock to be sold by the Transferring Stockholder and the Participating Stockholders in the contemplated sale. As a condition to any Transfer by the Transferring Stockholder, the Transferring Stockholder must obtain the agreement of the prospective transferee(s) to the participation of all Participating Stockholders in any contemplated sale and will not transfer any of its Securities to the prospective transferee(s) if the prospective transferee(s) declines to allow the participation of the Participating Stockholders on the terms specified herein.
Applicable Percentage Except as provided otherwise in the next sentence, the term "Applicable Percentage" shall mean: (i) 0% during the one-year period commencing on the Closing Date (ii) 20% during the one-year period commencing on the first anniversary of the Closing Date; (iii) 40% during the one-year period commencing on the second anniversary of the Closing Date; (iv) 60% during the one-year period commencing on the third anniversary of the Closing Date; (v) 80% during the one-year period commencing on the fourth anniversary of the Closing Date; and (vi) 100% on and after the fifth anniversary of the Closing Date. Notwithstanding the foregoing, (A) immediately prior to and after the occurrence of a Sale of the Company, such Applicable Percentage shall mean 100%, and (B) in the case of a termination of employment described in Section 7.2(a)(iii)(B), such Applicable Percentage in clauses (i), (ii) and (iii) shall be 0%, and in clauses (iv) and (v) and (vi) shall be 40%, 75% and 100%, respectively.
Participation Right From the date hereof through the two (2) year anniversary of the Closing Date, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement unless the Company shall have first complied with this Section 4(o). The Company acknowledges and agrees that the right set forth in this Section 4(o) is a right granted by the Company, separately, to each Buyer.
Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.
Commitments and Applicable Percentages 5.01 Loan Parties Organizational Information 5.08(b)(1) Owned Real Estate 5.08(b)(2) Leased Real Estate 5.10 Insurance 5.13 Subsidiaries; Other Equity Investments
Reallocation of Participations to Reduce Fronting Exposure All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.
Commitment Percentage With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the aggregate Commitments of all of the Lenders, as the same may be changed from time to time in accordance with the terms of this Agreement.
