Participation Rights Sample Clauses
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. During the period commencing on the date hereof and ending on the first anniversary of the date hereof, neither the Company nor any of its Subsidiaries shall, directly or indirectly, effect any Subsequent Placement (as defined below), other than a Subsequent Placement for Excluded Securities, unless the Company shall have first complied with this Section “d”.
(i) At least three (3) Trading Days prior to any proposed or intended Subsequent Placement (defined below), the Company shall deliver to the Buyer a written notice of its proposal or intention to effect a Subsequent Placement (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without limitation, material, non-public information) other than: (A) a statement that the Company proposes or intends to effect a Subsequent Placement, (B) a statement that the statement in clause (A) above does not constitute material, non-public information and (C) a statement informing the Buyer that it is entitled to receive an Offer Notice (as defined below) with respect to the Subsequent Placement upon its written request. Upon the written request of the Buyer within three (3) Trading Days after the Company’s delivery of the Pre-Notice, and only upon a written request by the Buyer, the Company shall, but no later than one (1) Trading Day after the request, deliver to the Buyer 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, which Offer Notice shall (w) identify and describe the Offered Securities, (x) describe the price and other 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 (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (z) offer to issue and sell to or exchange with the Buyer in accordance with the terms of the Offer up to 50% of the Offered Securities.
(ii) To accept an Offer, in whole (up to50%) or in part (less than 50%, the Buyer must deliver a written notice to the Company prior to the end of the second (2nd) Business Day after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of the Offered Securities that the Buyer elects to purchase (in either case, the “Notice of Acceptance”). Notwithstanding ...
Participation Rights. At any time after the date hereof, for so long as (i) Velan and its Affiliates or (ii) Xxxxxxx and its Affiliates (each of (i) and (ii) a “Purchaser” for purposes of this Section 4.3) owns a number of shares of Common Stock equal to at least 25% of the shares of Common Stock purchased hereunder (an as-converted basis) by such Purchaser, if the Company proposes to offer or sell any New Securities (a “Subsequent Financing”), the Company shall offer such New Securities to such Purchaser as follows:
(a) The Company shall give notice (the “Offer Notice”) to such Purchaser (y) in the case of a private placement of New Securities, no later than five (5) Business Days prior to the date of a definitive agreement related thereto and (z) in the case of a registered offering of New Securities, on the date of the final prospectus related thereto, in each case, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities; provided, however, that in the event of a private placement, the Offer Notice shall include such information regarding the number of New Securities to be offered and the price and terms of such offering that is known to the Company at such time of delivery of the Offer Notice, with such additional information to be provided promptly after such additional information becomes available to the Company. By executing this Agreement, each Purchaser that receives an Offer Notice acknowledges that the Offer Notice may constitute material non-public information of the Company and agrees not to trade in the securities of the Company until the Company has either confirmed in writing to the Investor that the transaction with respect to the Subsequent Financing has been abandoned or has publicly disclosed its intention to issue the Common Stock in the Subsequent Financing, which the Company shall do promptly.
(b) By notification to and received by the Company within five (5) Business Days after the date the Offer Notice is given (the “Notice Termination Time”), a Purchaser may elect to purchase or otherwise acquire in a separate private placement, at the price and on the terms specified in the Offer Notice, up to such number of New Securities which equals the proportion that the Common Stock then held by Investor bears to the total Common Stock of the Company then outstanding, assuming the sale of New Securities in ...
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. Each Participation shall entitle the Participant to a share of each payment or prepayment of principal, and all interest thereon, and any applicable premium, under each 10% Note acquired by the Agent, calculated on the basis of its Participating Percentage, but after deducting therefrom any expenses of the Agent in collecting such amount or otherwise enforcing such 10% Note or administering the provisions of this Agreement.
B. The Participants each acknowledge and agree that each 10% Note, and all rights of the holder therein and under any collateral or related agreements or documents, shall be held and exercised by the Agent in its own name, or in the name of such nominee as shall be selected by the Agent, subject in all events to the terms of this Agreement. Except as expressly provided otherwise under this Agreement, the Agent shall not be constrained from taking any action, or omitting to take any action, under the 10% Notes, and under any collateral or related agreements or documents, as the Agent, in its sole discretion, determine is in the best interests of the Participants; provided, however, that the Agent shall not agree, without the written consent of the Required Participants (as hereinafter defined), to modify the definition of "Required Holders" under any 10% Note, reduce the rate of interest or the principal amount of any 10% Note, or make any change in Section 10 of any 10% Note. It shall not be necessary for the consent of any Participant under this Paragraph B to approve the particular form of any such proposed amendment or modification, but it shall be sufficient if such consent approves the substance thereof. The Participants each acknowledge and agree that the Agent may enter into an agreement with ERS whereby any and all defaults under the 10% Notes, now or hereafter arising, may be waived until such time as the Agent, in its sole discretion, delivers notice of revocation of such waiver, in whole or in part.
C. For purposes of this Agreement, the "Required Participants" shall refer to those Participants holding Participations representing in excess of a majority of the Participating Percentages. ARTICLE III
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. For a period of 24 months from the date of this Agreement, the Company hereby grants to the Buyer a right to participate in the purchase of any New Securities (as defined below) that the Company may, from time to time, propose to issue and sell in connection with any financing transaction, as follows. Not later than 5 Trading Days prior to the execution of any definitive documentation relating to the sale of any New Securities to any person or entity other than the Buyer or an Affiliate of the Buyer (a "New Person"), the Company shall deliver written notice to Buyer of its intent to enter into any such transaction, describing the New Person and the type of New Securities in reasonable detail, and attaching to such notice copies of such definitive documentation. The Buyer shall have 15 Trading Days after receipt of such notice to purchase an equal amount of such New Securities or any portion thereof, at the price and on the terms specified in such notice by giving written notice to the Company specifying the amount of New Securities to be purchased by the Buyer. In the event the Company has not sold such New Securities to the New Person within 10 Trading Days after notice thereof to the Buyer, the Company shall not thereafter issue or sell any New Securities to any New Person without first again complying with this Section. "New Securities" shall mean any shares of Common Stock, preferred stock or any other equity securities of the Company or securities convertible or exchangeable for equity securities of the Company, provided, however, that New Securities shall not include, (i) shares of Common Stock issuable upon conversion or exercise of any securities outstanding as of the date hereof, (ii) shares, options or warrants for Common Stock granted to officers, directors and employees of the Company pursuant to stock option plans approved by the Board of Directors of the Company, (iii) shares of Common Stock or securities convertible or exchangeable for Common Stock issued pursuant to the acquisition of another company by consolidation, merger, or purchase of all or substantially all of the assets of such company or (iv) shares of Common Stock or securities convertible or exchangeable into shares of Common Stock issued in connection with a strategic transaction involving the Company and issued to an entity or an affiliate of such entity that is engaged in the same or substantially related business as the Company. The Buyer rights hereunder shall not prohibit ...