Forced Sale Rights Sample Clauses

Forced Sale Rights. At any time on or after the fifth anniversary of the date of this Agreement, Fir Tree shall have the right, exercisable by written notice to the Company, to require that the Company proceed with a Sale of the Company in accordance with the procedures set forth in this Section 6. Upon receipt of such notice, the Company shall promptly engage Veronis, Suhler & Associates, Inc. or an investment banking firm of national standing that is mutually acceptable to VSA and Fir Tree to conduct an orderly Sale of the Company as a going concern. The Company shall exercise best efforts to assist such investment banking firm in conducting such sale, including the preparation of an offering memorandum and/or other descriptive materials and financial information regarding the Company to be provided to interested parties and making management of the Company available to meet with and make presentations to interested parties. The Company shall not place any limitations on the scope of the sales efforts of such investment banking firm. All Stockholders shall be obligated to participate in a Sale of the Company effected pursuant to this Section 6 that has been approved by the Company's Board of Directors. Any such sale shall take place within five days after the date on which all governmental approvals, if any, required in connection with such sale have been obtained and all other conditions to closing have been satisfied. Notwithstanding the provisions of Section 5 above, in the event that a definitive agreement for the Sale of the Company is not concluded within 18 months after the date of the notice initiating the sale process, the Stockholders agree to vote their Shares so that a simple majority of the members of the Company's Board of Directors are designees of Fir Tree.
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Forced Sale Rights. (a) Offers. If, at any time following the third anniversary of the date that the Property is acquired by a Subsidiary, (i) either Member desires to offer the Company Interest for sale on specified terms, or (ii) receives from an unaffiliated purchaser a bona fide written cash offer (i.e., not seller financed) for the purchase of such Company Interest on terms that such Member desires for the Company to accept (such specified terms or bona fide offer being herein called the “Offer”), then the Member desiring to make or accept the Offer (the “Initiating Member”) shall provide written notice of the terms of such Offer (the “Sale Notice”) to the other Member (the “Non-Initiating Member”). Any offer must be in an amount at least equal to the amount of the Company’s pro rata share of any indebtedness secured by such Property plus the aggregate Unreturned Investment Amount.
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Forced Sale Rights 
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Related to Forced Sale Rights

  • Violation of Co-Sale Right If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Investor who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Participating Investor the type and number of shares of Capital Stock that such Participating Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such Key Holder shall also reimburse each Participating Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Investor’s rights under Section 2.2.

  • Drag-Along Rights (a) Subject to Sections 4.04(g) and 4.05, if a Shareholder (the “Drag-Along Seller”) proposes to Transfer (not including, however, any pledge, encumbrance or hypothecation) any shares of any class of Shares that results in a Change of Control (i) to any Third Party or Parties or (ii) to any Person in connection with a reorganization or restructuring of the Company as determined by the Board of Directors (the “Board”) so long as each Stockholder in the Company maintains their proportionate economic and voting interest in the capital stock (or equivalent securities) of the successor entity to the Company (the “Drag-Along Transferee”) in a single transaction or in a series of related transactions, and (any such Transfer, a “Drag-Along Sale”), the Drag-Along Seller may at its option require each other Stockholder to Transfer the Drag-Along Portion of the class of Shares (“Drag-Along Rights”) then held by such other Stockholder, and (subject to and at the closing of the Drag-Along Sale) to exercise such number of options for Common Shares held by such other Stockholder as is required in order that a sufficient number of Common Shares are available to Transfer the relevant Drag-Along Portion of Shares held by each such other Stockholder, (i) for the same consideration per share or unit of the relevant class of Shares, (ii) in cash, notes, and/or marketable securities, and (iii) otherwise on the same terms and conditions as the Drag-Along Seller; provided that any other Stockholder that holds options the exercise price per share of which is greater than the per share price at which the Common Shares are to be Transferred to the Drag-Along Transferee, if required by the Drag-Along Seller to exercise such options, may, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto. If the Drag-Along Sale is not consummated with respect to any Common Shares acquired upon exercise of such options, or the Drag-Along Sale is not consummated, such options shall be deemed not to have been exercised or canceled, as applicable.

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