Right of Inclusion. 3 2.2 Third-Party Offer.............................................. 3 2.3
Right of Inclusion. (a) If (i) a Shareholder (considering the Gellein Trust and the X. Xxxxxxx Trust as a single Shareholder for purposes of this Section 4.2), which, at the time, owns an aggregate of at least 20% of the outstanding shares of Common Stock, proposes to sell more than 50% of its shares of Common Stock in a single transaction or a series of related transactions (other than one or more underwritten public offerings) to a Transferee, and (ii) the Shareholders do not elect to exercise their rights, if any, under Section 4.1, then such Shareholder shall deliver to Grantee, and Grantee's Affiliates who or which hold all or a portion of the Option, a written notice setting forth the consideration per share of Common Stock to be paid by such Transferee and the other terms and conditions of such proposed disposition. Grantee, and Grantee's Affiliates, if any, who or which hold all or a portion of the Option, shall be entitled to participate in such proposed disposition by requiring Shareholder to cause Transferee to purchase that number of Option Shares equal to the Included Shares and to receive, in connection with such proposed disposition, an amount equal to the total sales price of the Included Shares, less the sum of the Exercise Price thereof and any applicable foreign, Federal, State or local withholding taxes attributable to the transactions described in Section 4.2(a).
Right of Inclusion i. The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Sears Stockholder, the Ripplewood Stockholder and each Existing Stockholder are given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Sears Stockholder, the Ripplewood Stockholder and such Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, -------- however, that the Sears Stockholder, the Ripplewood ------- Stockholder and the Existing Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Common Stock to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee (except Transfers either to an Unaffiliated Permitted Transferee (x) more than one year after the date hereof or (y) prior to one year after the date hereof if after such Transfer, FS Stockholder would own less than 25% of the Common Stock or would have granted any approval rights over major corporate transactions or would have transferred rights not in compliance with this Agreement) or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder in a transaction constituting either (x) a distribution or (y) on isolated sale of less than 5% of the Common Stock for employment incentive purposes.
Right of Inclusion. The FS Stockholder agrees not to sell all or ------------------ any portion of the shares of Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless each of the Existing Stockholders is given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Existing Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the -------- ------- Existing Stockholders shall have no rights pursuant to this Section 3 with respect to sales or other transfers by the FS Stockholder of Common Stock to any Permitted Transferee of the FS Stockholder.
Right of Inclusion. FSEP IV agrees not to (i) sell all or any ------------------ portion of the shares of Common Stock of the Company it holds (the "FS SHARES") to any person that is not an affiliate of FSEP IV (individually, a "THIRD PARTY" and, collectively, "THIRD PARTIES") or (ii) exercise its rights of inclusion with respect to any shares of the Company's Common Stock transferred by Xxxxxx Xxxxxxx to a Third Party, unless each Stockholder is given an opportunity to sell to the Third Party such number of Shares owned by such Stockholder as is determined in accordance with Section 5.4(c).
Right of Inclusion. Each of the FS Entities agrees not ------------------ to sell all or any portion of the shares of Holding Common Stock it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless the Trust is given an opportunity to sell to the Third Party such number of shares of Common Stock owned by the Trust as is determined in accordance with Section 3A.3; provided, however, that the Trust shall have no rights pursuant to -------- ------- this Section 3A with respect to sales or other transfers by the FS Entities of Holding Common Stock to any Permitted Transferee of the FS Entities; provided, -------- further, that any such Permitted Transferee of an FS Entity described in clause ------- (y)(i) of the definition of Permitted Transferee executes a written undertaking to be and becomes bound by this Agreement in the same manner and to the same extent as the transferring party.
Right of Inclusion. (a) The FS Stockholder agrees not to Transfer (as defined in Section 5.1) all or any portion of the shares of Common Stock, Preferred Stock or other Securities it holds to any Person (individually, a "Third Party" and, collectively, "Third Parties") unless each Existing Stockholder and each Additional Stockholder is given an opportunity to sell to the Third Party such number of shares of Common Stock, Preferred Stock or other Securities owned by such Existing Stockholder or such Additional Stockholder as is determined in accordance with Subsection 3.3 of this Section 3; provided, however, that the -------- ------- Existing Stockholders and Additional Stockholders shall have no rights pursuant to this Section 3 with respect to Transfers by the FS Stockholder or a Permitted Transferee of the FS Stockholder of Securities to (i) any Permitted Transferee of the FS Stockholder or Permitted Transferees of such Permitted Transferee or (ii) to any limited or general partner or employee of the FS Stockholder or any Permitted Transferee of the FS Stockholder.
Right of Inclusion. Aon shall provide the Third Party Offer in a written notice (the “Tag Along Notice”) to the Company, PacificNet and to Pxxx and such Third Party Offer must offer to include Pxxx in the Transfer to the Third Party. The maximum number of shares of the Company that Pxxx may sell pursuant to such Third Party Offer (the “Maximum Inclusion Shares”) shall be the product of (i) the number of shares of the Company held by Pxxx at such time and (ii) a fraction, the numerator of which is the total number of shares of the Company the Third Party seeks to purchase pursuant to the Third Party Offer and the denominator of which is the total number of shares of the Company then issued and outstanding (on a fully-diluted basis).
Right of Inclusion. (a) From and after the date of this Agreement, should SatixFy receive a bona fide written proposal for the sale of (i) SatixFy, (ii) any of its Affiliates who are involved in any material respect in the research, development, design, manufacturing, delivery or commercialization of Products or the integration of Products with MDA’s products (such Affiliate, a “Relevant Affiliate”) (which, in the case of (i) and (ii) would upon consummation thereof result in a Change of Control (as defined in the MPA) in SatixFy or the Relevant Affiliate) or (iii) a material portion of SatixFy’s or a Relevant Affiliate’s assets outside the Ordinary Course, or should a proposal to acquire SatixFy be publicly announced (whether by share sale, asset sale, tender offer, merger, amalgamation, arrangement, business combination or other similar agreement) (together, an “Acquisition Proposal”) SatixFy shall notify MDA of such Acquisition Proposal (an “Acquisition Notice”) prior to SatixFy’s entry into a definitive agreement with respect to such Acquisition Proposal and describe in such Acquisition Notice the material terms and conditions of the Acquisition Proposal.
Right of Inclusion. Seller represents to Buyer that as of the date of this Agreement Seller has not granted to any party rights to require Seller to register under the Securities Act of 1933, as amended (the "Act"), securities issued by Seller ("registration rights"). Buyer acknowledges that the contemplated transaction with Antinori Software, Inc., as disclosed on Schedule 3(b), likely will involve the grant of registration rights to one or more of the former shareholders of Antinori Software, Inc. Seller hereby grants Buyer the right to have included, in each registration under the Act of common stock (of any class) of Seller resulting from the exercise of contractual registration rights granted to such former shareholders, or to any other party, Buyer's proportionate share of such common stock; provided, however, that in order to exercise the foregoing right Buyer must first agree in writing to abide by all terms and conditions of such contractual registration rights regarding the inclusion of shares in such registration, so that to the greatest extent practical Buyer's foregoing right of inclusion is PARI PASSU with, but not superior or subordinate to, provisions regarding the inclusion of shares in the exercise of such contractual registration rights. Without limiting the foregoing, such terms and conditions may include provisions regarding Buyer's agreement to enter into an underwriting agreement in respect of any underwritten offering of Buyer's shares, indemnify the underwriters thereof, accept the
