Participation Rights. (a) At least 30 days prior to any Transfer of Stockholder Shares which are shares of Preferred Stock by the GTCR Investors, the GTCR Investors shall deliver a written notice (the "PREFERRED SALE NOTICE") to the Company and the other Stockholders (the "NON-GTCR STOCKHOLDERS") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Non-GTCR Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the GTCR Investors within 30 days after delivery of the Preferred Sale Notice. If any Non-GTCR Stockholders have elected to participate in such Transfer, the GTCR Investors and such Non-GTCR Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Preferred Stock equal to the product of (A) the quotient determined by dividing the number of shares of Preferred Stock owned by such Person by the aggregate number of outstanding shares of Preferred Stock owned by the GTCR Investors and the Non-GTCR Stockholders participating in such sale and (B) the number of shares of Preferred Stock to be sold in the contemplated Transfer.
(b) At least 30 days prior to any Transfer of Stockholder Shares which are shares of Common Stock by the GTCR Investors, the Bajaj Group or the Xxxxxxxxxx Group (collectively, the "SUBJECT STOCKHOLDERS"), the Subject Stockholder proposing to make such Transfer shall deliver a written notice (the "COMMON SALE NOTICE") to the Company and the other Stockholders (collectively, the "NON-SUBJECT STOCKHOLDERS") specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. The Non-Subject Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the Subject Stockholders within 30 days after delivery of the Common Sale Notice. If any Non-Subject Stockholders have elected to participate in such Transfer, the Subject Stockholders and such Non-Subject Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of Common Stock owned by such Person by the aggregate number of outstanding shares of Common Stock owned by the Subject Stockholders and the Non-Subject Stockholders participating in such sale, and (ii) t...
Participation Rights. Until the twelve month anniversary of the Closing Date, and with respect to the initial purchasers of Notes in the Offering, the Company will not, directly or indirectly, effect any Subsequent Placement (as defined below) unless the Company shall have first complied with this Section 10; provided, that the Company shall not be required to comply with this Section 10 during the six-month period immediately following the Closing Date, or the closing of any Subsequent Placement in which such Investor purchases securities, if such Subsequent Placement would be integrated with such prior offering by the principal market or exchange in which the Common Stock of the Company is then traded or pursuant to the 1933 Act or any other applicable shareholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated.
10.1 At least one (1) Trading Day prior to any proposed or intended Subsequent Placement, the Company or its agent shall orally contact each Investor and ask whether such Investor is willing to agree to receive material non-public information (each such notice, a “Pre-Notice”), provided that neither the Company nor its agents shall provide any material, non-public information with respect to the Company or any of its Subsidiaries to such Investor without the expressed written consent of such Investor to receive such material, non-public information. Upon the written request of such Investor no later than one (1) Trading Day after such Investor’s receipt of such Pre-Notice, and only upon a written request by such Investor, the Company shall promptly, but no later than one (1) Trading Day after such request, deliver to such Investor by facsimile an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement within one (1) Trading Day of the determination of the terms of such Subsequent Placement, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other final terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (y) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exc...
Participation Rights. (a) If the Company proposes to issue any newly issued additional Ordinary Shares (the "New Shares") to the MDCP Co-Investors or any of their Affiliates or Co-Investors after the date hereof (other than in connection with the consummation of the Exchange) and the MDCP Co-Investors or such Affiliates or Co-Investors participate in such issuance of New Shares, each Executive shall have the right to purchase on the same terms and conditions a pro rata portion of the New Shares equal to the product of (i) the total number of New Shares to be issued, multiplied by (ii) a fraction, (A) the numerator of which is the number of Class D Convertible Shares and Ordinary Shares held by such Executive as of the date hereof and (B) the denominator of which is the total number of Class D Convertible Shares and Ordinary Shares which are held by all shareholders immediately prior to the proposed issuance.
(b) The Company shall give each Executive written notice of any proposed issuance of New Shares (the "Option Issuance Notice") describing the price and terms upon which the Company proposes to issue and sell such New Shares. During the 10-day period following the date of delivery of the Option Issuance Notice (the "Election Period") each Executive may exercise his, her or its right to purchase New Shares in accordance with this paragraph 6, for the price and upon the terms and conditions specified in the Option Issuance Notice by giving written notice to the Company and stating therein the quantity of New Shares to be purchased.
(c) In the event that any Executive fails to exercise his right to subscribe for any New Shares which it is entitled to subscribe for under this paragraph 6, the Company shall have 180 days following the Election Period to issue or enter into an agreement to issue and sell the New Shares proposed to be sold at a price and upon terms not substantially more favorable to the MDCP Co-Investors, its Affiliates and other prospective subscribers therefor than those specified in the Option Issuance Notice. In the event the Company has not issued the New Shares or entered into an agreement to issue the New Shares within the said 180-day period, the Company shall not thereafter issue or otherwise transfer such New Shares without first offering such New Shares to the Executives in the manner provided in this paragraph 6.
(d) If an Executive elects to subscribe for any New Shares pursuant to this paragraph 6, the closing of such subscription shall occur at such...
Participation Rights. (a) At least 30 days prior to any Transfer of Common Stock by an Investor (other than a Transfer among the Investors, their partners or affiliates or to an employee of the Company or its Subsidiaries), the transferring Investor will deliver a Transfer Notice to the Company, Executive and all other holders of such class of Common Stock that have been granted participation rights similar to the participation rights granted herein (Executive and such other holders of Common Stock with participation rights collectively referred to as the "Other Stockholders"), specifying in reasonable detail the identity of the prospective transferee(s) and the terms and conditions of the Transfer. Notwithstanding the restrictions contained in this Section 6, the Other Stockholders may elect to participate in the contemplated Transfer by delivering written notice to the transferring Investor within 10 days after delivery of the Transfer Notice. If any Other Stockholders elect to participate in such Transfer, each of the transferring Investor and such Other Stockholders will be entitled to sell in the contemplated Transfer, at the same price and on the same terms, a number of shares of such class of Common Stock equal to the product of (i) the quotient determined by dividing the number of shares of such class of Common Stock owned by such person by the aggregate number of shares of such class of Common Stock owned by the transferring Investor and the Other Stockholders participating in such sale and (ii) the number of shares of such class of Common Stock to be sold in the contemplated Transfer. Notwithstanding the foregoing, in the event that the transferring Investor intends to Transfer shares of more than one class of Common Stock, the Other Stockholders participating in such Transfer will be required to sell in the contemplated Transfer a pro rata portion of shares of all such classes of Common Stock, which portion will be determined in the manner set forth immediately above. For example (by way of illustration only), if the Transfer Notice contemplated a sale of 100 shares of Class L Common by the transferring Investor, and if the transferring Investor at such time owns 30% of the Class L Common and if one Other Stockholder elects to participate and owns 20% of the Class L Common, the transferring Investor would be entitled to sell 60 shares (30% / 50% x 100 shares) and the Other Stockholder would be entitled to sell 40 shares (20% / 50% x 100 shares).
(b) The transferring ...
Participation Rights. (a) The Major Members shall be entitled to participate in any Transfer of Subject Securities by a Subject Holder (excluding Transfers in a Public Sale, Management Exempt Transfers or Transfers to a Permitted Transferee, but including Transfers pursuant to Section 9.2 (other than Management Exempt Transfers pursuant thereto)). Upon determination of the number of Subject Securities offered in an Offer Notice that Holdings LLC and the Major Members (excluding such Subject Holder) do not elect, in the aggregate, to purchase (but in any event promptly after the offer period for Major Members described in Section 9.2 expires, and within 45 days after delivery of the Offer Notice), such Subject Holder shall give written notice to each Major Member describing in reasonable detail the number of Subject Securities subject to the Transfer (the “Sale Units”), the price and other terms and conditions of such proposed Transfer, and the identity of the prospective transferee(s) (such notice, the “Sale Notice”). Each of the Major Members (other than the Subject Holder) shall be entitled, within 15 days following delivery of the Sale Notice, to give written notice (a “Tag-Along Notice”) to the Subject Holder and Holdings LLC that such Major Member desires to participate in such proposed Transfer upon the price, terms and conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the Units such Major Member desires to include in such proposed Transfer. Such participation shall be allocated among each Major Member that delivers a Tag-Along Notice (each a “Participating Major Member”) on a pro rata basis (calculated on the basis of each Participating Major Member’s Pro Rata Share relative to the aggregate Pro Rata Share of the Subject Holder and all Participating Major Members, in each case determined with respect to the Total Equity Value implied by the price offered in such proposed Transfer); provided, that in no event shall any Participating Major Member be allocated a greater number of Units than requested in such Participating Major Member’s Tag-Along Notice. The aggregate consideration to be paid to Participating Major Members in connection with the Transfer shall be allocated among each Unit on a pro rata basis (calculated on the basis of each Unit’s Pro Rata Share relative to the Pro Rata Share of all Units to be included in such Transfer by Participating Major Members and the Subject Holder, in each case determined with respect to the Total Equity...
Participation Rights. If neither the Company nor the Investor has elected to purchase all of the Executive Stock specified in the Sale Notice pursuant to paragraph 4(c) above, the Investor may elect to participate in the contemplated Transfer by delivering written notice to Executive and the Company within 100 days after receipt by the Investor of the Sale Notice. If the Investor has elected to participate in such sale, Executive and the Investor will be entitled to sell in the contemplated sale, at the same price and on the same terms, a number of shares of the Company's Class B Common Stock equal to the product of (i) the quotient determined by dividing the percentage of the Company's Class B Common Stock (on a fully diluted basis) held by the Investor, by the aggregate percentage of the Company's Class B Common Stock (on a fully diluted basis) owned by Executive (including both Vested and Unvested Shares) and the Investor and (ii) the number of shares of Class B Common Stock to be sold in the contemplated sale. For example, if:
(i) the Sale Notice contemplated a sale of 100 shares of Class B Common Stock and no Class A Common Stock;
(ii) Executive was at such time the owner of 120 shares of Class B Common Stock (which was equal to 30% of Class B Common Stock on a fully diluted basis); and
(iii) the Investor elected to participate and the Investor owned 80 shares of Class B Common Stock (which was equal to 20% of Class B Common Stock on a fully diluted basis) and 250 shares of Class A Common Stock; then
(A) Executive would be entitled to sell 60 shares of Class B Common Stock (30% ) 50% x 100 shares); and
(B) the Investor would be entitled to sell 40 shares of Class B Common Stock (20% ) 50% x 100 shares) and 125 shares of Class A Common Stock (the same percentage of the Investor's Class A Common Stock as the percentage of the Investor's Class B Common Stock being sold, i.e., 50%). Executive will use his best efforts to obtain the agreement of the prospective transferee(s) to the participation of the Investor in the contemplated Transfer and will not transfer any Executive Stock to the prospective transferee(s) if such transferee(s) refuses to allow the participation of the Investor.
Participation Rights. The Company will allow the Consultant to invest up to an additional $5 million in any future debt or equity offering of the Company on the same terms and conditions offered to other participants in such offerings. The Consultant will not be obligated to participate in any such offerings.
Participation Rights. Any party whose liability for Taxes may be affected by a Tax Audit shall be entitled to participate at its expense in such defense and to employ counsel of its choice at its expense.
Participation Rights. At least 20 days prior to any Transfer, in any one transaction or series of related transactions, by a holder of Class A Unit, Class B Units or Class C Units, of any Units (other than one or more Transfers (i) pursuant to a transaction pursuant to Section 10.3 or Section 15.7, (ii) to any Affiliate of the Investors or Contributors, as applicable, (iii) which are Exempt Transfers or (iv) to any current or former officer, employee, manager, director, member, partner or co-investor of the Investors or any of their Affiliates), such holder of Class A Units, Class B Units and/or Class C Units (the “Transferring Unitholder”) shall deliver a written notice (the “Sale Notice”) to the LLC and to each of the other Unitholders (the “Other Unitholders”), specifying in reasonable detail the number and class of Units to be Transferred and the terms and conditions of the contemplated Transfer. The Other Unitholders holding the same class or series of Units (with the Class A Units, Class B Units, Class C Units and Class D Units each being treated as a separate class or series for purposes of this Section 10.2) may elect to participate in the contemplated Transfer by delivering written notice to the Transferring Unitholder within 20 days after delivery of the Sale Notice (such Unitholders delivering such notice of election in accordance with this Section 10.2, collectively, the “Electing Unitholders”). Such participation shall be based upon the Pro Rata Share represented by the Units requested to be included in such Transfer by each Unitholder relative to the Pro Rata Share of all Units of such class or series held by the Unitholders participating in such Transfer (including the Transferring Unitholder). Each Electing Unitholder shall Transfer his, her or its Units on the same terms and conditions, with the aggregate consideration to be paid in connection with such Transfer allocated among each Unit included therein based on such Unit’s Pro Rata Share, determined based upon the Total Equity Value Proceeds implied by the price offered in the Sale Notice; provided that in the event that Units being transferred by the Transferring Unitholder are comprised solely of Class A Units or Class B Units, the aggregate consideration to be paid in connection with such Transfer shall be allocated based on the proportionate Class A Unreturned Capital and Class A Unpaid Yield, or Class B Unreturned Capital and Class B Unpaid Yield, as the case may be. Notwithstanding the foregoing, (A) if...
Participation Rights. Each time the Company proposes to offer any Equity Securities at any time through and including the closing of the Next Equity Financing, the Company shall provide the Major Investor with at least ten (10) business days prior written notice of such offering, including the price and terms thereof. The Major Investor shall have a right of first offer to participate in such offering(s), on the same terms and for the same price as all other investors in such offering(s), by purchasing an aggregate number of Equity Securities (whether in one offering or across multiple offerings) valued at up to the Participation Amount. The Major Investor’s right of first offer set forth in this Section 5.2(b) shall be subject to compliance with applicable federal and state securities laws.
