Common use of Right to Compel Participation in Certain Transfers Clause in Contracts

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

Appears in 3 contracts

Samples: Investors Agreement (Ipc Information Systems Inc), Investors Agreement (Cable Systems Holding LLC), Investors Agreement (Cable Systems Holding LLC)

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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, the Xxxxxxxx Shareholders and the Xxxxxxxx LSH 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, Xxxxxxxx Shareholders and Xxxxxxxx the LSH Shareholders to sell the Subject Securities ("Drag-Along Rights") then held by every Xxxxxxxxxxx Shareholder, Xxxxx Shareholder, Xxxxxxxx Shareholders and Xxxxxxxx the LSH 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, the Xxxxxxxx Shareholders, the LSH Shareholders and the Xxxxxxxx Shareholders Company (a "Section 4.02 Notice") not later than the 30th day prior to the proposed Section 4.02

Appears in 2 contracts

Samples: Investors Agreement (Ipc Information Systems Inc), Investors Agreement (Ipc Information Systems Inc)

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