Required Sale. In addition, in the event of a Required Sale (as defined in the LP Agreement) which is made applicable to the Performance Vesting Units pursuant to Section 4.5 of the LP Agreement, the Performance Vesting Units shall, to the extent not previously vested, vest based upon the MOIC implied by the Change of Control to which such Required Sale relates (assuming for such purpose only that the Partners received a distribution with respect to the sale of all of their then remaining Class A Interests at the price per Class A Interest received in connection with such Change of Control).
Required Sale. If at any time the Xxxx Investors decide to effect a sale of more than 50% of the Xxxx Investor Securities or a Sale of the Company (a “Required Sale”), the Xxxx Investors may deliver a written notice (a “Required Sale Notice”) with respect to such proposed Required Sale at least twenty (20) days prior to the anticipated closing date of such Required Sale to each holder of Other Investor Securities specifying in reasonable detail the identity of the prospective transferee(s), the number and types of securities to be transferred, the price and the other terms and conditions of the Required Sale, including copies of any definitive agreements. In connection with a Required Sale, the Xxxx Investors shall include in the Required Sale, and shall require that the transferee agree to acquire in such Required Sale, all Other Investor Securities and each holder of Other Investor Securities shall, upon receipt of a Required Sale Notice, (i) raise no objections against, such sale or the process pursuant to which such sale was arranged; (ii) waive any dissenter’s rights, appraisal rights or similar rights to such sale, if such sale is structured as a merger or consolidation; and (iii) vote for and consent to any such Required Sale. Each Other Investor shall, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities in connection with the Required Sale upon the same terms and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant to the terms of the Required Sale Notice. Each holder of Other Investor Securities shall take all actions reasonably necessary in connection with the consummation of the Required Sale as requested by the Xxxx Investors. If the Xxxx Investors do not deliver a Required Sale Notice under this Section 7, any Transfer will be subject to Section 6 (Tag Along Rights).
Required Sale. In connection with the consummation of the Transactions, Subscriber shall be obligated (which obligation shall be enforceable by the Corporation) to vote the Shares (to the extent necessary or required) in favor of the Transactions, execute and deliver a Stock Exchange Agreement (which such Stock Exchange Agreement is accompanied by a Registration Rights Agreement) for the purchase of the Shares from Subscriber by Pubco in exchange for capital stock of Pubco in form and substance satisfactory to the Corporation, and otherwise to take all necessary action and deliver all necessary documents to cause the Corporation and the stockholders of the Corporation to consummate the Transactions.
Required Sale. At any time after the third anniversary of the date of this Agreement, upon the request of either CMI or GSH (the "Requesting Shareholder"), the Shareholders shall request their respective Director nominees to propose that Polyair retain an investment banker of recognized standing on terms reasonably acceptable to CMI and GSH to effect the sale or other disposition of its business and assets by auction or otherwise or to seek a buyer for all of the outstanding Polyair Shares. Subject to applicable laws and stock exchange requirements, the Shareholders shall use commercially reasonable best efforts to cause such sale to take place. Nothing contained in this Section 2.2 shall create any rights in any shareholder of Polyair or any other third party. If Polyair fails to promptly and diligently pursue the foregoing, in addition to any other rights or remedies the Requesting Shareholder may have hereunder, the Requesting Shareholder may arrange for the sale of all shares of Polyair Common Stock owned or controlled by the Shareholders, which sale may be effected either directly or by a vote of shareholders by merger or otherwise (a "Proposed Transaction") by complying with remaining the provisions of this Section 2.2.
Required Sale. In the event of termination of Executive’s employment without Good Reason or as a result of Executive’s death or Disability, Executive shall be required to sell and the Company shall be required to purchase within sixty (60) days after the Termination Date all, but not less than all, of the vested Equity Interests held by Executive as of the Termination Date, including the vested Equity Interests Executive acquired pursuant to the Equity Compensation Program, at Fair Market Value based on the most recent Fair Market Value determination made by the Company Board if made within the preceding six (6) months (or such purchase will be made within thirty (30) days after and based upon the next Fair Market Value determination made by the Company Board if such Board has not yet made any such determination or if the most recent determination was made more than six (6) months preceding the Termination Date).
Required Sale. In the event that (i) any Limited Partner owning a majority of the then outstanding Units (or its parent or subsidiary) is indicted (and such indictment is not quashed within 90 days) for a criminal violation of any securities laws (including the Securities Act of 1933, the Securities Act of 1934 or the Investment Advisers Act of 1940), and (ii) the Board of Managers of the Company (other than the Managers designated by such Limited Partner) reasonably determines that such indictment has had or would reasonably be expected to have a quantifiable material adverse effect on the Business, such Limited Partner shall be required within 150 days of receipt of such determination by the Board to sell a number of Units (if any) to a third-party such that such Limited Partner will own less than 50% of the outstanding Units. Approval of any sale pursuant to this Section 8.01(c) shall not be unreasonably withheld or delayed.
Required Sale. The proceeds of any Required Sale remaining after the payment of costs and liabilities payable pursuant to Section 12.4(b) shall be distributed as follows, except as otherwise contemplated by Section 5.6 in respect of other Partnership Securities issued pursuant thereto:
Required Sale. In the event that certain of the Investors consisting of CAI Partners and Company II, L.P., CAI Capital Partners and Company II, L.P. and Jack X. Xxxxxxxx (xxe "Selling Investors") shall determine to sell or exchange (whether in a business combination or some other form of transaction) all, but not less than all, of the shares of Agreement Stock held by such Selling Investors in a bona fide arms-length transaction to a third party and such transaction satisfies the following conditions:
Required Sale. (a) Anything contained herein to the contrary notwithstanding, in the event that the majority of Units outstanding as of the relevant time approve (i) a bona fide arms length proposal from a Person for the Transfer, directly or indirectly, of all of the Units of the Company to such Person, (ii) the merger or consolidation of the Company with or into another Person in which the Members will receive cash or securities of any other Person for their Units or (iii) the sale by the Company and its subsidiaries of all or substantially all of the assets to a Person, in each of the above cases for a specified price payable in cash or otherwise and on specified terms and conditions, then the Company shall deliver a notice (a “Required Sale Notice”) to all Members stating that the Company proposes to effect such transaction. Each such Member and the members of the Affiliates thereof, if any, shall be obligated to sell their Units and participate in the transaction (a “Required Sale”), vote their Units in favor of such Required Sale at any meeting of the Members called to vote on or approve such Required Sale and otherwise to take all necessary action to cause the Company and the Members to consummate such Required Sale. Any such Required Sale Notice may be rescinded by the Company by delivering written notice thereof to all of the Members.
Required Sale. (a) If Members holding at least two-thirds of all outstanding Common Units vote to approve the sale of all or substantially all of the Company’s assets, or all or substantially all of the Company’s outstanding equity (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) (an “Approved Sale”), each Member agrees to vote for, consent to and raise no objections to such Approved Sale. If the Approved Sale is structured as a merger or consolidation, each Member will waive any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation. If this Approved Sale is structured as a sale of its equity, each Member will agree to sell all of his or its Common Units and any other membership interest of the Company and any rights to acquire an equity interest on the terms and conditions approved by the Members. Each Member will take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company; provided, however, that (1) any Member compelled under this Section 6.2 to participate in an Approved Sale shall not be required to make any representations or warranties regarding the Company, and (2) any Member compelled under this Section 6.2 to participate in an Approved Sale shall have no indemnification obligation or other contractual liability for any representations or warranties regarding the Company beyond the consideration received by such Member pursuant to such Approved Sale.
