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. 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. 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 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:
(a) The proposed transferee has offered to acquire all the outstanding shares of capital stock of the Company in the transaction;
(b) The transaction has been approved by the Board of Directors of the Company; and
(c) If the total consideration payable by the proposed transferee for the acquisition of all the outstanding shares of capital stock of the Company is less than $30 million, the Company has received a fairness opinion from an investment banker that the transaction is fair to the stockholders of the Company from a financial standpoint; then, upon the written request of the Selling Investors, all the other Investors (the "Required Sellers") shall (a) sell, transfer and deliver, or cause to be sold, transferred and delivered, to the proposed transferee, on the same financial terms and conditions as applicable to the Selling Investors, all shares of Agreement Stock held by the Required Sellers and (b) if stockholder approval of the transaction is required, vote all shares of Agreement Stock held by the Required Sellers to approve the transaction. In the event of a sale pursuant to this Section 4.1, the transferee shall not be required to acquire the shares of Agreement Stock subject to the terms of this Agreement and this Agreement shall terminate upon the consummation of the transaction. The provisions of this Section 4.1 shall terminate and have no further force or effect whatsoever from and after six (6) years after the date of this Agreement.
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:
(i) to all Unitholders holding Common Units, Pro Rata until each Common Unit then Outstanding receives the sum of (1) its Initial Unit Price multiplied by the Required Sale Premium, (2) the Minimum Quarterly Distribution for the Quarter during which the Required Sale occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or Section 6.4(b)(i) with respect to such Common Units for such Quarter (the amount determined pursuant to this clause (2) is hereafter defined as "Unpaid MQD"), and (3) any then existing Cumulative Common Unit Arrearage;
(ii) Second, if a Required Sale occurs prior to the conversion of the last Outstanding Subordinated Unit (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x) of this clause (ii), until there has been distributed in respect of each Subordinated Unit then Outstanding an amount equal to the sum of (1) its Unrecovered Initial Unit Price, and (2) the Minimum Quarterly Distribution for the Quarter during which the Required Sale occurs reduced by any distribution pursuant to Section 6.4(a)(iii) with respect to such Subordinated Units for such Quarter; and
(iii) Third, to the General Partner and all Unitholders, in accordance with their respective Percentage Interests, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;
(iv) Fourth, (A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and
Required Sale. Anything contained herein to the contrary notwithstanding, if at any time the Preferred Supermajority, who also hold not less than ten percent (10%) of the Ordinary Share Equivalents, and the holders who hold at least two-thirds (2/3) of the issued and outstanding Ordinary Shares, shall approve (i) a bona fide arms length proposal from a Person for the transfer, directly or indirectly, of all of the shares of the Company to such Person, (ii) the merger or consolidation of the Company with or into another Person in which the shareholders of the Company will receive cash or securities of any other Person for their shares under circumstances in which holders of a majority in voting power of the share capital of the Company immediately prior to such transaction beneficially own less than a majority in voting power of the outstanding share capital of the Company, or the surviving or resulting corporation or acquirer, as the case may be, immediately following such transaction, or (iii) the sale by the Company or its
Required Sale. If Members owning a Majority Interest vote in favor of the sale of their Percentage Interests to a third party, all Members shall be required to sell their Percentage Interests to such third party on the same terms and conditions as shall apply to the sale of the Percentage Interests owned by Members owning such Majority Interest.
