Common use of Qualifying IPO; Spin-Off Distribution; and Drag Along Right Event Clause in Contracts

Qualifying IPO; Spin-Off Distribution; and Drag Along Right Event. After a Qualifying IPO, the completion of a Spin-Off Distribution, the completion of a transaction in which the Drag Along Right is exercised (except as provided in Section 7(c)) or in connection with a merger or consolidation of the Company with another entity in which the Company is not the surviving entity, the following rights of the Investor shall survive (and all other rights of the Investor hereunder shall terminate): (i) the right to designate directors to the Board under Section 3, which shall survive until terminated in accordance with Section 3; (ii) the Investor's preemptive right under Section 9, which shall survive until the termination in its entirety of the Investor's right to designate directors to the Board under Section 3 or, if earlier, the completion of an Investor 50% Transfer; and (iii) the demand and piggyback registration rights of the Investor under Section 11, which shall survive until terminated in accordance with Section 11. (ii) Investor 50% Transfer.

Appears in 2 contracts

Samples: 3 Shareholders Agreement (Western Wireless Corp), Shareholders Agreement (Voicestream Wireless Holding Corp)

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Qualifying IPO; Spin-Off Distribution; and Drag Along Right Event. After a Qualifying IPO, the completion of a Spin-Off Distribution, the completion of a transaction in which the Drag Along Right is exercised (except as provided in Section 7(c)) or in connection with a merger or consolidation of the Company with another entity in which the Company is not the surviving entity, the following rights of the Investor WWC shall survive (and all other rights of the Investor WWC hereunder shall terminate): (iA) the right to designate directors require the Investor to vote in favor of WWC's designees to the Board under Section 3, which shall survive until the Investor's right to designate directors is terminated in accordance with Section 3; (iiB) the InvestorWWC's preemptive right rights under Section 9, which shall survive until the termination of each other Shareholder's preemptive rights under Section 9; (C) the right (but not the obligation) to effect a Repurchase under Section 10(a), which shall survive until the demand registration rights of the Investor are terminated in its entirety accordance with Section 11; and (D) the right to effect a Disposition Transaction under Section 10(b), which shall survive until the termination of the Investor's right to designate directors to the Board under Section 3 or, if earlier, the completion of an Investor 50% Transfer; and (iii) the demand and piggyback registration rights of the Investor under Section 11, which shall survive until terminated in accordance with Section 11. (ii) Investor 50% Transfer3.

Appears in 2 contracts

Samples: Shareholders Agreement (Voicestream Wireless Holding Corp), Shareholders Agreement (Hutchison Whampoa LTD /Wav)

Qualifying IPO; Spin-Off Distribution; and Drag Along Right Event. After a Qualifying IPO, the completion of a Spin-Off Distribution, the completion of a transaction in which the Drag Along Right is exercised (except as provided in Section 7(c)) or in connection with a merger or consolidation of the Company with another entity in which the Company is not the surviving entity, the following rights of the Investor shall survive (and all other rights of the Investor hereunder shall terminate): (i) the right to designate directors to the Board under Section 3, which shall survive until terminated in accordance with Section 3; (ii) the Investor's preemptive right under Section 9, which shall survive until the termination in its entirety of the Investor's right to designate directors to the Board under Section 3 or, if earlier, the completion of an Investor 50% Transfer; and (iii) the demand and piggyback registration rights of the Investor under Section 11, which shall survive until terminated in accordance with Section 11. (ii) Investor 50% Transfer.

Appears in 1 contract

Samples: Shareholders Agreement (Hutchison Whampoa LTD /Wav)

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Qualifying IPO; Spin-Off Distribution; and Drag Along Right Event. After a Qualifying IPO, the completion of a Spin-Off Distribution, the completion of a transaction in which the Drag Along Right is exercised (except as provided in Section 7(c)) or in connection with a merger or consolidation of the Company with another entity in which the Company is not the surviving entity, the following rights of the Investor WWC shall survive (and all other rights of the Investor WWC hereunder shall terminate): (iA) the right to designate directors require the Investor to vote in favor of WWC's designees to the Board under Section 3, which shall survive until the Investor's right to designate directors is terminated in accordance with Section 3; (iiB) the InvestorWWC's preemptive right rights under Section 9, which shall survive until the termination of each other Shareholder's preemptive rights under Section 9; (C) the right (but not the obligation) to effect a Repurchase under Section 10(a), which shall survive until the demand registration rights of the Investor are 55 terminated in its entirety accordance with Section 11; and (D) the right to effect a Disposition Transaction under Section 10(b), which shall survive until the termination of the Investor's right to designate directors to the Board under Section 3 or, if earlier, the completion of an Investor 50% Transfer; and (iii) the demand and piggyback registration rights of the Investor under Section 11, which shall survive until terminated in accordance with Section 11. (ii) Investor 50% Transfer3.

Appears in 1 contract

Samples: 3 Shareholders Agreement (Western Wireless Corp)

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