Common use of Required Sale Clause in Contracts

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. (a) If Members holding at any time least two-thirds of all outstanding Common Units vote to approve the Xxxx Investors decide to effect a sale of more than 50% all or substantially all of the Xxxx Investor Securities Company’s assets, or a Sale all or substantially all of the Company Company’s outstanding equity (a whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) (an “Required Approved Sale”), the Xxxx Investors may deliver a written notice (a “Required Sale Notice”) with respect each Member agrees to such proposed Required Sale at least twenty (20) days prior vote for, consent 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 againstto such Approved Sale. If the Approved Sale is structured as a merger or consolidation, such sale or the process pursuant to which such sale was arranged; (ii) each Member will waive any dissenter’s rights, appraisal rights or similar rights to in connection with such sale, if such sale merger or consolidation. If this Approved 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% sale of its Investor Securities in connection with equity, each Member will agree to sell all of his or its Common Units and any other membership interest of the Required Sale upon Company and any rights to acquire an equity interest on the same terms and conditions as approved by the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant to the terms of the Required Sale NoticeMembers. Each holder of Other Investor Securities shall Member will take all necessary or desirable actions reasonably necessary in connection with the consummation of the Required Approved Sale as requested by the Xxxx Investors. If the Xxxx Investors do not deliver a Required Sale Notice Company; provided, however, that (1) any Member compelled under this Section 76.2 to participate in an Approved Sale shall not be required to make any representations or warranties regarding the Company, and (2) any Transfer 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. (b) The obligations of each Member with respect to the Approved Sale of the Company are subject to the satisfaction of the following conditions: (1) upon the consummation of the Approved Sale, each such Member will receive the same form of consideration (provided, however, that the receipt and holding of such form of consideration does not cause any such Member to violate any applicable laws, rules or regulations) and the same portion of the aggregate consideration that such Member would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences of each Member as set forth herein; (2) if any Members are given an option as to the form and amount of consideration to be received, each Member will be subject given the same option (provided, however, that the receipt and holding of such form of consideration does not cause any such Member to Section 6 violate any applicable laws, rules or regulations); (Tag Along Rights)3) each Member with then currently exercisable rights to acquire an equity interest will be given an opportunity to exercise such rights prior to the consummation of the Approved Sale and to include the membership so acquired in the Approved Sale.

Required Sale. If at Each Bring-Along Stockholder hereby appoints the Selling Stockholder and any time the Xxxx Investors decide of its successors and assigns attorney-in-fact and grants it an irrevocable proxy, coupled with an interest, to effect a sale vote in respect of more than 50% of the Xxxx Investor Securities or a any Sale of the Company (a “Required Sale”)subject to this Section 3.4. The irrevocable proxy will be effective for all time and has no termination date. Each Bring-Along Stockholder hereby represents that any other proxies heretofore given in respect of its Shares are not irrevocable and are hereby revoked. Each Bring-Along Stockholder hereby approves, ratifies and confirms all actions that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The irrevocable proxy is executed and intended to be irrevocable in accordance with the Xxxx Investors may deliver a written notice (a “Required Sale Notice”provisions of Section 212(e) 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)Delaware General Corporate Law. Each Bring-Along Stockholder agrees that, upon the number and types giving of securities a Buyout Notice by the Selling Stockholder, it shall be obligated to be transferred, transfer all Shares held by it in exchange for the per-share purchase price and the other terms and conditions of the Required Sale, including copies Sale of the Company transaction (and hereby waives 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 dissenters’ rights, appraisal rights or similar rights in connection with any merger or consolidation and agrees to take all necessary action to evidence such waiver and to cause the Company to consummate the proposed transaction, including executing such documents as may be reasonably required by the Selling Stockholder in connection with such sale); provided, that the Bring-Along Stockholders shall only be obligated as provided in this Section 3.4 if (i) the Selling Stockholder shall sell all of its Shares in, or vote all of its Shares in favor of, such sale is structured Sale of the Company transaction, (ii) each Bring-Along Stockholder shall receive the same per Share consideration as a merger the Principal Stockholder in the Sale of the Company transaction (in the case of any Common Stock Equivalent, as adjusted for any amounts payable upon exercise, conversion or consolidation; exchange), and (iii) vote for the consideration received by each Bring-Along Stockholder shall be in the form of cash, and consent (iv) no Bring-Along Stockholder shall be required to make any such Required Sale. Each Other Investor shallrepresentation, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities covenant or warranty in connection with the Required Sale of the Company other than with respect to its beneficial and record ownership of, and authority to sell, its Shares, free and clear of any liens, claims, options, charges, encumbrances and rights (other than those arising hereunder); provided, each such Bring-Along Stockholder shall participate, pro rata, based upon the same terms number of Shares being sold by the Selling Stockholder and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant each Bring-Along Stockholder, (A) in any indemnity liabilities to the terms purchaser in such transaction, and (B) in any escrow for the purpose of satisfying any such indemnity liabilities, and (v) each Bring-Along Stockholder is provided with a fairness opinion from an Independent Appraiser, stating that the Required Sale Notice. Each holder per Share consideration is fair from a financial point 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)view.

Required Sale. If at Each Bring-Along Stockholder hereby appoints the Selling Stockholder and any time the Xxxx Investors decide of its successors and assigns attorney-in-fact and grants it an irrevocable proxy, coupled with an interest, to effect a sale vote in respect of more than 50% of the Xxxx Investor Securities or a any Sale of the Company (a “Required Sale”)subject to this Section 3.4. The irrevocable proxy will be effective for all time and has no termination date. Each Bring-Along Stockholder hereby represents that any other proxies heretofore given in respect of its Shares are not irrevocable and are hereby revoked. Each Bring-Along Stockholder hereby approves, ratifies and confirms all actions that such irrevocable proxy may lawfully do or cause to be done by virtue hereof. The irrevocable proxy is executed and intended to be irrevocable in accordance with the Xxxx Investors may deliver a written notice (a “Required Sale Notice”provisions of Section 212(e) 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)Delaware General Corporate Law. Each Bring-Along Stockholder agrees that, upon the number and types giving of securities a Buyout Notice by the Selling Stockholder, it shall be obligated to be transferred, transfer all Shares held by it in exchange for the per-share purchase price and the other terms and conditions of the Required Sale, including copies Sale of the Company transaction (and hereby waives 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 dissenters' rights, appraisal rights or similar rights in connection with any merger or consolidation and agrees to take all necessary action to evidence such waiver and to cause the Company to consummate the proposed transaction, including executing such documents as may be reasonably required by the Selling Stockholder in connection with such sale); PROVIDED, that the Bring-Along Stockholders shall only be obligated as provided in this Section 3.4 if (i) the Selling Stockholder shall sell all of its Shares in, or vote all of its Shares in favor of, such sale is structured Sale of the Company transaction, (ii) each Bring-Along Stockholder shall receive the same per Share consideration as a merger the Principal Stockholder in the Sale of the Company transaction (in the case of any Common Stock Equivalent, as adjusted for any amounts payable upon exercise, conversion or consolidation; exchange), and (iii) vote for the consideration received by each Bring-Along Stockholder shall be in the form of cash, and consent (iv) no Bring-Along Stockholder shall be required to make any such Required Sale. Each Other Investor shallrepresentation, upon receipt of a Required Sale Notice, transfer 100% of its Investor Securities covenant or warranty in connection with the Required Sale of the Company other than with respect to its beneficial and record ownership of, and authority to sell, its Shares, free and clear of any liens, claims, options, charges, encumbrances and rights (other than those arising hereunder); PROVIDED, each such Bring-Along Stockholder shall participate, pro rata, based upon the same terms number of Shares being sold by the Selling Stockholder and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant each Bring-Along Stockholder, (A) in any indemnity liabilities to the terms purchaser in such transaction, and (B) in any escrow for the purpose of satisfying any such indemnity liabilities, and (v) each Bring-Along Stockholder is provided with a fairness opinion from an Independent Appraiser, stating that the Required Sale Notice. Each holder per Share consideration is fair from a financial point 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)view.

Required Sale. (a) If each of (i) the majority of the Board of Directors, (ii) the holders of at any time least fifty percent (50%) of the Xxxx outstanding Common Stock held by the Investors decide and their Permitted Transferees and (iii) prior to effect a the second anniversary of the date hereof, Roj, approve (x) the sale of more than 50% the Company to a person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all or a majority of the Xxxx Investor outstanding capital stock) or (y) the transfer or exchange of Class L Common Stock for Securities or a Sale of the Company (a “Required each, an "Approved 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)and Permitted Transferee will consent to, the number and types of securities to be transferredvote for, 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) and waive any dissenter’s rights, dissenters and appraisal rights or similar rights to such sale(if any) with respect to, the Approved Sale, and if such sale the Approved 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 Noticesale, transfer 100% or exchange of its stock, each Investor Securities in connection with and Permitted Transferee will agree to sell, transfer or exchange and will be permitted to sell, transfer or exchange all, or a pro rata portion, of such Investor's and Permitted Transferee's Common Stock, including the Required Sale upon Escrowed Shares, on the same terms and conditions as approved by the Xxxx Investors transfer Board of Directors and sell the Xxxx Investor Securities pursuant to the terms holders of a majority of the Required Sale NoticeCommon Stock then outstanding. Each holder of Other Investor Securities shall and Permitted Transferee will take all necessary and desirable actions reasonably necessary in connection with the consummation of an Approved Sale. (b) The obligations of each of the Required Investors with respect to an Approved Sale are subject to the satisfaction of the conditions that: (i) upon the consummation of the Approved Sale all of the Investors and Permitted Transferees will receive the same form and amount of consideration per share of Class A Common Stock and Class B Common Stock, or if any holder of Shares is given an option as to the form and amount of consideration to be received, all Investors and Permitted Transferees will be given the same option (subject, however, to the preferences and payments of the Class L Common Stock set forth in the Company's Certificate of Incorporation, which provides that upon certain liquidation and non-liquidation transactions (x) the Class L Common Stock receives a preference yield of 12% per annum and (y) that, after payment of the yield, and prior to any payment on the Class A Common Stock or Class B Common Stock, the Class L Common Stock receives a $10 per share preference); and (ii) the terms of sale shall not include any indemnification, guaranty or similar undertaking of the Investor (other than undertakings of Management Investors in respect of continued employment set forth in an employment agreement voluntarily entered into by a Management Investor) that (A) is not made or given pro rata with other Investors on the basis of share ownership or (B) could result in liability to such Investor that is in excess of the fair market value of the consideration to be received by such Investor in the Approved Sale. After payment of the preferences to the holders of Class L Common Stock described in the parenthetical to subsection (i) above, all Investors (and their Permitted Transferees) shall receive the same form and amount of consideration. (c) Each Management Investor shall, in connection with a sale transfer or exchange of its, his or her Common Stock pursuant to this Section 4.4., at the request of the Fund and without further cost or expense to the Fund, execute and deliver such other instruments of conveyance and transfer and take such other actions as may reasonably be requested to consummate the proposed transfer or exchange, sale of Common Stock by the Xxxx Investors. If the Xxxx Investors do not deliver a Required Sale Notice under pursuant to this Section 74.4. All Investors (and their Permitted Transferees) will bear their pro rata share (based upon the number of shares sold) of the reasonable costs of any sale of Shares pursuant to an Approved Sale to the extent such costs are incurred directly in connection with such Approved Sale and are not paid by the Company. Costs incurred by any Investor (or its, any Transfer his or her Permitted Transferee) on its, his or her own behalf will not be subject to Section 6 (Tag Along Rights)considered costs of the transaction hereunder.

Required Sale. If Anything contained herein to the contrary notwithstanding, if at any time a Majority in Interest of AEP Stockholders shall approve (i) a proposal from a Person that is not an Affiliate of any AEP Stockholder (the Xxxx Investors decide to effect a sale "Buyer") for the Transfer, directly or indirectly, of more than 50% all of the Xxxx Investor Securities or a Sale Stock of the Company Corporation to the Buyer, (ii) the merger or consolidation of the Corporation with or into another Person that is not an Affiliate of an AEP Stockholder in which the Stockholders will receive cash or securities of any other Person for their shares or (iii) the sale by the Corporation or its subsidiaries of all or substantially all of their assets to a Person which is not an Affiliate of an AEP Stockholder, in each of the above cases for a specified price payable in cash or otherwise and on specified terms and conditions (a “Required Sale”"Sale Proposal"), the Xxxx Investors then such AEP Stockholders (or their designated representative) 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 Proposal to each other Stockholder (as well as each other holder of Other Investor Securities specifying any shares of Stock) stating that a Majority in reasonable detail Interest of AEP Stockholders have approved or propose to effect the Sale Proposal and providing the identity of the prospective transferee(s), the number and types of securities to be transferred, the price Persons involved in such Sale Proposal and the other terms thereof. Each such Stockholder and conditions the members 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 shallGroup thereof, upon receipt of a Required Sale Notice, shall be obligated, which obligation shall be enforceable by the Majority in Interest of AEP Stockholders (ior their designee), to either sell their Stock and participate in the transaction (a "Required Sale") raise no objections againstcontemplated by the Sale Proposal or vote their shares of Stock in favor of such Sale Proposal at any meeting of Stockholders called to vote on or approve such Sale Proposal, such sale or and to otherwise take all necessary action to cause the process pursuant Corporation and the Stockholders 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 consummate such Required Sale. Each Other Investor shall, upon receipt in each case for a purchase price per share of a Required Sale Notice, transfer 100% of its Investor Securities in connection with the Required Sale upon the same Common Stock and on other terms and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant not less favorable to the terms such Stockholders than shall apply in such Required Sale to any AEP Stockholder or any member of the Required Sale NoticeGroup of any AEP Stockholder. 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 Any such Required Sale Notice under this Section 7, any Transfer will may be subject rescinded by such AEP Stockholders by delivering written notice thereof to Section 6 (Tag Along Rights)all of the Stockholders.

Required Sale. If at any time (a) Anything contained herein to the Xxxx Investors decide to effect a sale contrary notwithstanding, in the event that the majority of more than 50% Units outstanding as of the Xxxx Investor Securities relevant time approve (i) a bona fide arms length proposal from a Person for the Transfer, directly or a Sale 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 “Required Sale”)Person, in each of the Xxxx Investors may above cases for a specified price payable in cash or otherwise and on specified terms and conditions, then the Company shall deliver a written notice (a “Required Sale Notice”) with respect to all Members stating that the Company proposes to effect such proposed 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 at least twenty (20) days prior to the anticipated closing date Sale”), vote their Units in favor of such Required Sale to each holder of Other Investor Securities specifying in reasonable detail the identity at any meeting of the prospective transferee(s), Members called to vote on or approve such Required Sale and otherwise to take all necessary action to cause the number and types of securities to be transferred, the price Company and the other terms and conditions 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. (b) The obligations of the Members pursuant to this Section 5.9 are subject to the satisfaction of the following conditions: (i) upon the consummation of the Required Sale, including copies each Member shall receive in consideration of the Transfer or surrender of its Units the same proportion of the aggregate consideration from such Required Sale that such Member would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in this Agreement immediately prior to such Required Sale; (ii) if any definitive agreements. In Members are given an option as to the form and amount of consideration to be received, all Members will be given the same option; (iii) no Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Required Sale and no Member shall be obligated to pay more than its or his pro rata share (based upon the amount of consideration received) of reasonable expenses incurred in connection with a consummated Required SaleSale to the extent such costs are incurred for the benefit of all Members and are not otherwise paid by the Company or the acquiring party (costs incurred by or on behalf of a Member for its or his sole benefit will not be considered costs of the transaction hereunder), provided that a Member’s liability for such expenses shall be capped at the Xxxx Investors shall include total purchase price actually received by such Member for its Units; (iv) in the Required Sale, and shall require event that the transferee agree Members are required 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 provide any representations 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 indemnities in connection with the Required Sale (other than representations and indemnities concerning each Member’s valid ownership of its Units, free of all liens and encumbrances (other than those arising under applicable securities laws), and each Member’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement, law, constitutive document or other obligation or limitation applicable to such Member or its or his interest in Units), each Member shall not be liable for more than his pro rata share (based upon the same terms and conditions as the Xxxx Investors transfer and sell the Xxxx Investor Securities pursuant to the terms amount of the Required Sale Notice. Each holder consideration actually received) of Other Investor Securities shall take all actions reasonably necessary in connection with the consummation any liability for misrepresentation or indemnity; and (v) prior notice 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 shall be subject provided to Section 6 (Tag Along Rights)all Members.