Common use of Legal Proceedings Against Shareholders Clause in Contracts

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares by any legal or equitable proceeding against such Shareholder. Accordingly, it is hereby covenanted and agreed that in the event of a Proceeding (as hereinafter defined) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that (a) any judgment is obtained in any legal or equitable proceeding against a Shareholder and the sale of any of such Shareholder's Shares is contemplated or threatened under legal process as a result of such judgment, or (b) any execution process is issued against a Shareholder or the Shares of a Shareholder, or (c) any of the Shares of a Shareholder are attached, or (d) there is instituted by or against a Shareholder any other form of legal proceeding or process by which the sale or transfer of any Shares of such Shareholder becomes imminent (i.e. such Shares may be sold or transferred either voluntarily or involuntarily within 60 days), or (e) a Shareholder makes an assignment for the benefit of creditors, or (f) a Shareholder admits such Shareholder's inability to pay such Shareholder's debts as they mature, or commences a voluntary case or proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially all of such Shareholder's property, or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder and the order or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means Title 11 U.S. Code or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, liquidator or similar official under any Bankruptcy Law.

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company CHC and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares by any legal or equitable proceeding proceedings against such Shareholder, except as expressly permitted herein. Accordingly, it is hereby covenanted and agreed that in the event that (i) any Shareholder shall be adjudicated a bankrupt or make an assignment for the benefit of creditors, or (ii) bankruptcy, insolvency, reorganization, arrangement, debt, adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings or said proceedings shall remain undismissed for ninety days after commencement thereof, or (iii) there is any entry of a Proceeding decree or order for relief by a court having jurisdiction in respect of any Shareholder in an involuntary case under the federal bankruptcy laws against any Shareholder not dismissed within ninety days or any Shareholder commences a voluntary case under such laws, or (as hereinafter definediv) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that Shares of any Shareholder are attached and such attachment is not removed within ninety days, or (av) any judgment is obtained in any legal or equitable proceeding against a Shareholder any Shareholder, which judgment is not dismissed, stayed, bonded or satisfied (other than by sale of the Shares) within ninety days of the entry thereof or which is executed upon and the sale of any of such Shareholder's Shares is contemplated or threatened under legal process as a result of such judgment, or (bvi) any execution process is issued against a any Shareholder or the against any of his Shares of a Shareholderand not dismissed, stayed, bonded or satisfied within ninety days, or (c) any of the Shares of a Shareholder are attached, or (dvii) there is instituted by or against a any Shareholder any other form of legal proceeding or process by which any of the sale or transfer of any Shares of such Shareholder becomes imminent (i.e. such Shares may be sold or transferred sold, either voluntarily or involuntarily involuntarily, which is not dismissed within 60 ninety days); provided, or however, that an occurrence described in preceding clauses (ev) a Shareholder makes an assignment for the benefit of creditors, or through (fvii) a Shareholder admits such Shareholder's inability shall not be deemed to pay such Shareholder's debts as they mature, or commences a voluntary case or have occurred if it resulted from any legal proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially all of such Shareholder's property, or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder between CHC and the order Shareholders or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means Title 11 U.S. Code between Shareholders if such proceeding entails disputes of ownership relating to CHC or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, liquidator or similar official under any Bankruptcy LawShares.

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company NCM and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares by any legal or equitable proceeding proceedings against such Shareholder, except as expressly permitted herein. Accordingly, it is hereby covenanted and agreed that the right to purchase Shares set forth in this Paragraph 7 shall become effective in the event that (i) any Shareholder shall be adjudicated a bankrupt or make an assignment for the benefit of creditors, or (ii) bankruptcy, insolvency, reorganization, arrangement, debt, adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings or said proceedings shall remain undismissed for ninety days after commencement thereof, or (iii) there is any entry of a Proceeding decree or order for relief by a court having jurisdiction in respect of any Shareholder in an involuntary case under the federal bankruptcy laws against any Shareholder not dismissed within ninety days or any Shareholder commences a voluntary case under such laws, or (as hereinafter definediv) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that Shares of any Shareholder are attached and such attachment is not removed within ninety days, or (av) any judgment is obtained in any legal or equitable proceeding against a Shareholder any Shareholder, which judgment is not dismissed, stayed, bonded or satisfied (other than by sale of the Shares) within ninety days of the entry thereof or which is executed upon and the sale of any of such Shareholder's Shares is contemplated or threatened under legal process as a result of such judgment, or (bvi) any execution process is issued against a any Shareholder or the Shares of a Shareholder, or (c) against any of the his Shares of a Shareholder are attachedand not dismissed, stayed, bonded or satisfied within ninety days; provided, however, that an occurrence described in preceding clauses (dv) there is instituted by or against a Shareholder through (vi) shall not be deemed to have occurred if it resulted from any other form of legal proceeding or process by which the sale or transfer of any Shares of such Shareholder becomes imminent (i.e. such Shares may be sold or transferred either voluntarily or involuntarily within 60 days), or (e) a Shareholder makes an assignment for the benefit of creditors, or (f) a Shareholder admits such Shareholder's inability to pay such Shareholder's debts as they mature, or commences a voluntary case or proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially all of such Shareholder's property, or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder between NCM and the order Shareholders or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means Title 11 U.S. Code between Shareholders if such proceeding entails disputes of ownership relating to NCM or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, liquidator or similar official under any Bankruptcy LawShares.

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company CSC and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares by any legal or equitable proceeding proceedings against such Shareholder, except as expressly permitted herein. Accordingly, it is hereby covenanted and agreed that in the event that (i) any Shareholder shall be adjudicated a bankrupt or make an assignment for the benefit of creditors, or (ii) bankruptcy, insolvency, reorganization, arrangement, debt, adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings or said proceedings shall remain undismissed for ninety days after commencement thereof, or (iii) there is any entry of a Proceeding decree or order for relief by a court having jurisdiction in respect of any Shareholder in an involuntary case under the federal bankruptcy laws against any Shareholder not dismissed within ninety days or any Shareholder commences a voluntary case under such laws, or (as hereinafter definediv) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that Shares of any Shareholder are attached and such attachment is not removed within ninety days, or (av) any judgment is obtained in any legal or equitable proceeding against a Shareholder any Shareholder, which judgment is not dismissed, stayed, bonded or satisfied (other than by sale of the Shares) within ninety days of the entry thereof or which is executed upon and the sale of any of such Shareholder's Shares is contemplated or threatened under legal process as a result of such judgment, or (bvi) any execution process is issued against a any Shareholder or the against any of his Shares of a Shareholderand not dismissed, stayed, bonded or satisfied within ninety days, or (c) any of the Shares of a Shareholder are attached, or (dvii) there is instituted by or against a any Shareholder any other form of legal proceeding or process by which any of the sale or transfer of any Shares of such Shareholder becomes imminent (i.e. such Shares may be sold or transferred sold, either voluntarily or involuntarily involuntarily, which is not dismissed within 60 ninety days); provided, or however, that an occurrence described in preceding clauses (ev) a Shareholder makes an assignment for the benefit of creditors, or through (fvii) a Shareholder admits such Shareholder's inability shall not be deemed to pay such Shareholder's debts as they mature, or commences a voluntary case or have occurred if it resulted from any legal proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially all of such Shareholder's property, or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder between CSC and the order Shareholders or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means Title 11 U.S. Code between Shareholders if such proceeding entails disputes of ownership relating to CSC or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, liquidator or similar official under any Bankruptcy LawShares.

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company CMC and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares by any legal or equitable proceeding proceedings against such Shareholder, except as expressly permitted herein. Accordingly, it is hereby covenanted and agreed that the right to purchase Shares set forth in this Paragraph 7 shall become effective in the event that (i) any Shareholder shall be adjudicated a bankrupt or make an assignment for the benefit of creditors, or (ii) bankruptcy, insolvency, reorganization, arrangement, debt, adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings or said proceedings shall remain undismissed for ninety days after commencement thereof, or (iii) there is any entry of a Proceeding decree or order for relief by a court having jurisdiction in respect of any Shareholder in an involuntary case under the federal bankruptcy laws against any Shareholder not dismissed within ninety days or any Shareholder commences a voluntary case under such laws, or (as hereinafter definediv) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that Shares of any Shareholder are attached and such attachment is not removed within ninety days, or (av) any judgment is obtained in any legal or equitable proceeding against a Shareholder any Shareholder, which judgment is not dismissed, stayed, bonded or satisfied (other than by sale of the Shares) within ninety days of the entry thereof or which is executed upon and the sale of any of such Shareholder's Shares is contemplated or threatened under legal process as a result of such judgment, or (bvi) any execution process is issued against a any Shareholder or the Shares of a Shareholder, or (c) against any of the his Shares of a Shareholder are attachedand not dismissed, stayed, bonded or satisfied within ninety days; provided, however, that an occurrence described in preceding clauses (dv) there is instituted by or against a Shareholder through (vi) shall not be deemed to have occurred if it resulted from any other form of legal proceeding or process by which the sale or transfer of any Shares of such Shareholder becomes imminent (i.e. such Shares may be sold or transferred either voluntarily or involuntarily within 60 days), or (e) a Shareholder makes an assignment for the benefit of creditors, or (f) a Shareholder admits such Shareholder's inability to pay such Shareholder's debts as they mature, or commences a voluntary case or proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially all of such Shareholder's property, or (g) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder between CMC and the order Shareholders or decree remains unstayed and in effect for 60 days. The term "Bankruptcy Law" means Title 11 U.S. Code between Shareholders if such proceeding entails disputes of ownership relating to CMC or any similar federal or state law for the relief of debtors. The term "Custodian" means any receiver, trustee, liquidator or similar official under any Bankruptcy LawShares.

Legal Proceedings Against Shareholders. The parties agree that the interests of the Company DocuNet and its Shareholders would be seriously affected by any sale or disposition of any Shareholder's Shares or by any legal or equitable proceeding proceedings against such Shareholder. Accordingly, it is hereby covenanted and agreed that in the event of a Proceeding (as hereinafter defined) with respect to any Shareholder, the Company shall have the option to purchase or designate one or more Qualified Persons to purchase all, but not less than all, of such Shareholder's Shares in the same manner as if the Company had received an offer from the Selling Shareholder pursuant to Paragraph 2 on the date that the Company receives notice of a Proceeding. The price and terms of purchase pursuant to the exercise of the option contained in this Paragraph 3 shall be those set forth in Paragraph 7. A "Proceeding" means that (a) any Shareholder shall be adjudicated a bankrupt or make an assignment for the benefit of creditors, or (b) bankruptcy, insolvency, reorganization, arrangement, debt adjustment, liquidation or receivership proceedings in which any Shareholder is alleged to be insolvent or unable to pay his debts as they mature are instituted by or against such Shareholder and, if instituted against such Shareholder, such Shareholder shall consent thereto or admit in writing the material allegations of the petitions filed in said proceedings or said proceedings shall remain undismissed for sixty (60) days, or (c) there is an entry of a decree or order for relief by a court having jurisdiction in the premises in respect of any Shareholder in an involuntary case under the federal bankruptcy laws against any Shareholder or any Shareholder commences a voluntary case under such laws, or (d) any of the Shares of any Shareholder are attached, or (e) any judgment is obtained in any legal or equitable proceeding proceedings against a any Shareholder and the sale of any of such Shareholder's his Shares is contemplated or threatened under legal process as a result of such judgment, or (bf) any execution process is issued against a any Shareholder or the Shares against any of a Shareholderhis Shares, or (c) any of the Shares of a Shareholder are attached, or (dg) there is instituted by or against a any Shareholder any other form of legal proceeding or process by which the sale or transfer of any of the Shares of such Shareholder becomes imminent (i.e. i.e., such Shares may be sold or transferred either voluntarily or involuntarily within 60 sixty (60) days), or (e) a Shareholder makes an assignment for then and in any such event DocuNet and the benefit of creditors, or (f) a Shareholder admits such Shareholder's inability other Shareholders shall have the option to pay such Shareholder's debts as they mature, or commences a voluntary case or proceeding under any Bankruptcy Law (as hereinafter defined), or consents to the entry of an order for relief against such Shareholder in an involuntary case or proceeding under any Bankruptcy Law, or consents to the appointment of a Custodian (as hereinafter defined) for such Shareholder or for all or substantially purchase all of such Shareholder's property, or (g) a court Shares in accordance with the provisions of competent jurisdiction enters an order or decree under any Bankruptcy Law (i) for relief against a Shareholder Paragraph 4 in an involuntary case or proceeding, (ii) appointing a Custodian for such Shareholder or for all or substantially all of such Shareholder's property, or (iii) ordering the liquidation of the Shareholder same manner as if DocuNet and the order or decree remains unstayed and in effect for 60 daysother Shareholders had received notice of an Offer under subparagraph 4(a) on the date that DocuNet receives notice of an event described above. The term "Bankruptcy Law" means Title 11 U.S. Code or any similar federal or state law for price per share shall be the relief of debtors. The term "Custodian" means any receiver, trustee, liquidator or similar official under any Bankruptcy LawFair Market Value.