Participation in Certain Transactions Sample Clauses

Participation in Certain Transactions. If the Investor Stockholder and/or any of its wholly owned subsidiaries which own shares of Surviving Corporation Common Stock propose to enter into a transaction with any unaffiliated third party pursuant to which more than 50% of the total amount of outstanding shares of Surviving Corporation Common Stock will be sold or otherwise transferred by the Investor Stockholder and/or any of its wholly owned subsidiaries to such third party, the Investor Stockholder shall cause such third party to deliver a written offer to each Continuing Holder providing for the purchase of all shares of Surviving Corporation Common Stock owned by such Continuing Holder for the same per share price and on the other terms which apply to the transaction between such third party and the Investor Stockholder or its subsidiary. Upon receipt of any such written offer, each Continuing Holder shall have the right to elect (which election must be set forth in writing and delivered to the Investor Stockholder within ten (10) business days of receipt of such written offer), to either (a) participate in such transaction at the per share price and on the other terms applicable to such transaction, or (b) require the Investor Stockholder (or, at the election of the Investor Stockholder, any of its direct or indirect wholly owned subsidiaries) to purchase all (but not less than all) of his or its shares of Surviving Corporation Common Stock, at the Purchase Price, which shall be calculated applying the Year End Book Value for the year immediately preceding the date of delivery of such third party written offer and as otherwise provided in Section 5.1(e), as if such transaction were a Triggered Put. Any such election shall be binding on the applicable Continuing Holder. If the Continuing Holder elects to participate in such third party transaction, the closing of such transaction will be governed by the terms of such transaction. If the Continuing Holder instead elects to require the Investor Stockholder (or its subsidiary) to purchase his or its shares of Surviving Corporation Common Stock pursuant to clause (b) above, the closing of the purchase by the Investor Stockholder (or, at its election, its subsidiary) of such Continuing Holder's shares of Surviving Corporation Common Stock shall take place on the later of (x) the date of the closing of the Investor Stockholder's (and/or its subsidiary's) sale of its shares of Surviving Corporation Common Stock to the third party purchaser, and (y) ...

Participation in Certain Transactions. No Group Company has participated in any transaction that could be affected by the exercise of discretionary powers of any Tax Authority including transactions relating to trading stock, plant and equipment, securities or assets subject to the capital gains tax provisions of the Tax Act and schemes to which any general anti avoidance provision might apply.

Participation in Certain Transactions. (a) For purposes of this Section 9.04(a), the term "Interests" means interests in (x) properties subject to DPI's 1982, 1983, 1984, 1985 and 1986 Programs (collectively, the 1982 through 1986 Programs) and 1989 Program (as created by the agreements listed on Annex A to the DPI Agreement) and (y) partnerships managed by DPI or a subsidiary of DPI holding interests in such properties. DPI and each Major Stockholder shall have the right to participate in acquisitions of Interests by Purchaser effected from the Closing Date through June 30, 1998 in accordance with the following provisions:

Participation in Certain Transactions. (a) In the event of a Sale of the Company, as hereinafter defined, which is approved by the holders of a majority of the then outstanding Preferred Stock (voting as a single class), the Investors shall have the right to require each Holder to vote all shares of Capital Stock held by him in favor of the Sale of the Company. For purposes of the foregoing, Sale of the Company shall mean (i) the purchase of substantially all of the assets of the Company, or (ii) the sale, transfer or exchange of all or substantially all of the Company's issued and outstanding Capital Stock, whether by merger, share exchange, consolidation, sale of all of the outstanding Capital Stock or otherwise. (b) By execution of this Agreement, each Holder hereby agrees to vote all shares of Capital Stock held by him in accordance with Section 1.8(a) hereof and to take such further actions as may be reasonably necessary to effect the provisions of Section 1.8(a).

Participation in Certain Transactions