Initial Piggyback Rights Clause Samples

Initial Piggyback Rights. (a) Notwithstanding the provisions of Section 11.1 and Section 11.2 but subject to Sections 8.4, 8.5, 14.1(b) and 16.2(h), if: (i) the Offeror would otherwise be entitled to sell any Converted Shares to the Third Party Buyer pursuant to the Offer in accordance with Section 11.1; and (ii) the Offerees have not caused a TP Offer to be delivered within 30 days after the date upon which the Second Offer was delivered to the Offerees by the Offeror; any of the Offerees who have not accepted the Second Offer (the “Remaining Offerees”) may give notice (the “Second Notice”) to the Offeror within the time provided for the acceptance of the Second Offer, requiring the Offeror to cause SVS and/or NVS resulting from the conversion of MVS by such Remaining Offerees to be sold to the Third Party Buyer on the same terms and conditions as are contained in the Offer. (b) The Offeror and each Remaining Offeree who has given a Second Notice to the Offeror shall be entitled to sell to the Third Party Buyer that number of SVS and/or NVS not exceeding in the aggregate the total number of SVS and NVS being sold to the Third Party Buyer pursuant to the Offer that the number of MVS registered in the name of the Offeror and each such Remaining Offeree bears to the aggregate number of MVS that are registered in the names of the Offeror and all of the Remaining Offerees. (c) Notwithstanding anything herein, no Offeror shall be entitled to effect a sale of Converted Shares pursuant to Section 11.1 if a notice has been given pursuant to Section 11.3(a) without giving effect to any sales required to be carried out in accordance with this Section 11.3.