Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether then vested or unvested) held by every Non-THL Shareholder and to sell all of the Shares received upon such exercise to such Third Party, for the same consideration and otherwise on the same terms and conditions as the THL Entities; provided, that any Non-THL Shareholder who holds Derivatives the exercise price per share of which is greater than the per share price at which the Shares are to be sold to the Third Party may, if required by THL to exercise such Derivatives, in place of such exercise, submit to irrevocable cancellation thereof without any liability for payment of any exercise price with respect thereto; provided, further, that, upon such Drag-Along Sale, the Primary Executives shall have the right, but not the obligation, to require the Equity Investors to, at THL's option, either arrange for the purchase by a third party or purchase directly all of the Shares held by such Primary Executive as a condition to consummation of such Drag-Along Sale and, in which case the number of shares to be sold by each Equity Investor will be reduced on a proportional basis. The number of shares of each class of Equity Securities to be sold by each Non-THL Shareholder will be the Drag-Along Portion of the shares of such class that such Non-THL Shareholder owns. "Drag-Along Portion" means, with respect to any Non-THL Shareholder and any class of Equity Securities, the number of Shares of such class of Equity Securities beneficially owned by such Non-THL Shareholder multiplied by a fraction, the numerator of which is the number of shares of such class of Equity Securities proposed to be sold by the THL Entities on behalf of the THL Entities and the Non-THL Shareholders (as reduced by the number of shares of such class of Equity Securities to be sold by the Primary Executives in excess of their pro rata interest) and the ...
Right to Compel Participation in Certain Transfers. (a) If (i) the CSH Shareholders propose to transfer Shares representing not less than 50% of their aggregate Initial Ownership of Common Stock to a Third Party in a bona fide sale for cash negotiated on an arms-length basis, and (ii) the CSH Shareholders propose a transfer in which the Shares to be transferred by the CSH Shareholders, the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders would constitute more than 50% of the outstanding shares of Common Stock determined on a fully diluted basis (a "Section 4.02 Sale"), the CSH Shareholders may at their option require all Xxxxxxxxxxx Shareholders, Xxxxx Shareholders and Xxxxxxxx Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every Xxxxxxxxxxx Shareholder, Xxxxx Shareholder, and Xxxxxxxx Shareholders to such Third Party, for the same consideration per share of Common Stock and otherwise on the same terms and conditions as the CSH Shareholders. CSH shall provide written notice of such Section 4.02 Sale to the Xxxxxxxxxxx Shareholders, the Xxxxx Shareholders and the Xxxxxxxx Shareholders (a "Section 4.02 Notice") not later than the 30th day prior to the proposed Section 4.02
Right to Compel Participation in Certain Transfers. (a) If the Institutional Securityholders together propose (i) to Transfer not less than 50% of each of their respective Initial Ownership of any class or series of Company Securities to a Third Party in a bona fide sale or (ii) a Transfer in which the Company Securities to be Transferred by the Institutional Securityholders, plus the Company Securities to be Transferred by the Other Securityholders pursuant to this Section 4.02(a), constitute more than 50% of the outstanding Company Securities in a particular class or series to a Third Party pursuant to a bona fide sale, or
Right to Compel Participation in Certain Transfers. (a) If (i) the DLJ Entities propose to transfer not less than 50% of their Initial Ownership of any class of Company Securities to a Third Party in a bona fide sale or (ii) the DLJ Entities propose a transfer in which the Company Securities to be transferred by the DLJ Entities and their Permitted Transferees constitute more than 50% of such class of outstanding Company Securities (a "SECTION 4.02 SALE"), the DLJ Entities may at their option require all Other Stockholders to sell the Drag-Along Portion of their Company Securities ("DRAG-ALONG RIGHTS"). DLJMB shall provide written notice of such Section 4.02 Sale to the Other Stockholders (a "SECTION 4.02 NOTICE") not later than 15 days prior to the proposed Section 4.02
Right to Compel Participation in Certain Transfers. (a) If the DLJ Entities should propose to transfer more than 25% of the aggregate Initial Ownership Position of the DLJ Entities to any Third Party (a "SECTION 3.3 SALE"), the DLJ Entities may, at their option, require
Right to Compel Participation in Certain Transfers. (a) If (i) the THL Entities propose to Transfer not less than 50% of their Initial Ownership of Common Stock to a Third Party in a bona fide sale or (ii) the THL Entities propose a Transfer in which the shares of Common Stock to be Transferred by Shareholders constitute more than 50% of the outstanding shares of Common Stock (a "Drag-Along Sale"), THL may at its option require all Shareholders to sell all Equity Securities proposed to be sold therein ("Drag-Along Rights") then held by every Non-THL Shareholder, and (subject to and at the closing of the Drag-Along Sale) to compel to exercise all, but not less than all, of the Derivatives (whether
Right to Compel Participation in Certain Transfers. (a) If any DLJ Entities should propose to transfer Shares to any Third Party or such Third Party's Affiliates (other than pursuant to a pledge as security for a loan) (i) representing at least 30% of the Initial Ownership of the DLJ Entities or (ii) representing, together with Shares proposed by the DLJ Entities to be included in such transfer by the Other Shareholders, at least 50% of the outstanding Shares of the Company at the time of such proposed transfer (a "Section 3.8 Sale"), the DLJ Entities may, at their option, require each Other Shareholder to participate in such transfer. If the DLJ Entities shall require any Other Shareholder to so participate, each Other Shareholder shall be required to so participate on the same material terms and conditions on a pro-rata basis, so that each Other Shareholder transfers in such Section 3.8 Sale its Section 3.8 Pro Rata Portion and at the same price per Share. Any Share to be sold in the Section 3.8 Sale that is a Vested Option or Vested Warrant shall be exercised prior to the Section 3.8
Right to Compel Participation in Certain Transfers. Each Holder hereby agrees to be bound by the provisions of Section 4.2 of the Stockholders Agreement as if it were an Other Stockholder.
Right to Compel Participation in Certain Transfers. (a) If the DLJ Entities (including all Permitted Transferees of the DLJ Entities) should transfer Shares constituting not less than 100% of the Aggregate Ownership of such DLJ Entities to any Third Party (other than pursuant to a pledge as security for a loan) (a "Section 4.2 Sale"), the DLJ Entities may, at their option, require all but not less than all the Other Stockholders (including all Permitted Transferees of the Other Stockholders) to participate in such transfer. Not later than 15 days prior to the proposed date of the Section 4.2 Sale, the DLJ Entities shall provide written notice of the Section 4.2 Sale to the Other Stockholders ("Section 4.2 Notice") and a copy of the agreement pursuant to which such Shares are proposed to be transferred (the "Section 4.2 Agreement"). The Section 4.2 Notice shall identify the transferee, the number of Shares subject to the Section 4.2 Sale, the per Share consideration for which a transfer is proposed to be made (the "Section 4.2 Sale Price") and all other material terms and conditions of the Section 4.2
Right to Compel Participation in Certain Transfers. If the Series A Stockholders, together with at least one Founder (collectively, the "Section 4.2 Sellers"), should propose to Transfer all Shares that they own (including Shares that they have the right to acquire) to any unaffiliated third party in a bona fide, arms-length transaction, including through a stock sale or merger (the "Section 4.2 Transfer"), the Section 4.2 Sellers may, at their option, require all but not less than all of the other Stockholders (the "Other Stockholders") to participate in such transfer.
