Right to Compel Sale. If Holders holding at least sixty percent (60%) of the then outstanding shares of Common Stock issued or issuable upon conversion of the Preferred Stock (collectively the “Approving Stockholders”) and the Board, including a majority of the Preferred Stock Directors, approve an Acquisition (the “Approved Sale”), then each and every one of the Major Common Holders and Holders, including the Approving Stockholders (the “Constituent Stockholders”), agrees, subject to the final sentence of this Section 7.1, to (i) be present, in person or by proxy, as a holder of Shares, at all meetings for the vote of any of the above matters (and can be counted for the purposes of determining a quorum at such meetings) and vote all of their Shares in favor of the Approved Sale and in opposition of any proposals that could reasonably be expected to delay or impair the consummation of the Approved Sale, (ii) raise no objections to the Approved Sale or the process pursuant to which the Approved Sale was arranged, (iii) refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to the Approved Sale, (iv) take all actions required in connection with the Approved Sale, including without limitation voting all of his, her or its Shares in favor of any matter that could reasonably be expected to facilitate the Approved Sale; and if the Approved Sale is structured as a sale of the stock of the Company, each Constituent Stockholder agrees that it shall sell its Shares on the terms and conditions approved by the Approving Stockholders and the Board and (v) to cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Approved Sale, including, without limitation, documents containing representations and warranties as to title, power and authority, such other representations, warranties and covenants as are approved by the Approving Stockholders and returning any written consent related to the Approved Sale in a prompt manner. Notwithstanding the foregoing, a Constituent Stockholder will only be required to take the actions set forth above in connection with an Approved Sale if (A) the terms of an Approved Sale do not provide that such Constituent Stockholder would receive less than the amount that would be distributed to such Constituent Stockholder in the event the proceeds of the sale of the Company were distributed in accordance with the Compa...
Right to Compel Sale. 14.1 If at any time Xxxxxxx proposes to sell all, or a majority of his, its or their shares of Common Stock to a Third Party Purchaser, Xxxxxxx shall have the right (the "Compelled Sale Right"), exercisable as set forth below, to compel the Participant to sell to the Third Party Purchaser (a "Compelled Sale") all, but not less than all, of the shares of such Common Stock (to the extent acquired upon exercise of the Option), if any, then held by the Participant. In connection with any Compelled Sale, the Participant will receive a price equal to the average consideration per share received by Xxxxxxx for all shares of Common Stock sold by Xxxxxxx in the Compelled Sale.
14.2 In the event Xxxxxxx elects to exercise its right to cause a Compelled Sale, it will deliver written notice (a "Compelled Sale Notice") to the Participant and the Company, setting forth the consideration and describing the other material terms and conditions of the Compelled Sale, including the proposed closing date, which shall be not less than 20 days from the date the Compelled Sale Notice is delivered. At the closing for the Compelled Sale, against payment of the consideration, the Participant shall deliver to the Third Party Purchaser the certificate or certificates representing the number of shares of Common Stock held by the Employee, duly endorsed and free and clear of security interests and liens, together with all other documents necessary to effect such Compelled Sale.
14.3 There shall be no liability on the part of Xxxxxxx to the Participant if any proposed Compelled Sale is not consummated for any reason.
14.4 The Compelled Sale Right shall terminate to the extent that it is not exercised prior to the Public Offering Date.
Right to Compel Sale. The Holder shall have the right to compel the sale of the Subsidiary in the event that any principal or interest amounts remain unpaid after the Maturity Date. Upon demand from the Holder, the Obligor shall have 90 days to enter into an agreement for the sale of the subsidiary which must be completed within an additional 90 days. The holder shall be paid all amounts due in priority form the proceeds of the sale. The Holder shall have a first right of refusal for any compelled sale under this section. If the Obligor is unable to complete a sale of the Subsidiary pursuant to the requirements of this section then the holder may foreclose on the assets of the Subsidiary to secure payment.
Right to Compel Sale. In the event one or more Stockholders owning more than fifty percent (50%) of the Shares propose to sell or otherwise dispose of (including by means of a merger or stock-for-stock exchange) all of its or their respective Shares of Common Stock pursuant to an Offer, then in addition to the right of the remaining Stockholders to, under certain circumstances, participate in such sale pursuant to the provisions of Section 3.05 hereof, the Offering Stockholder may, at its option, require the remaining Stockholders to sell or otherwise dispose of (and to vote their Shares of Common Stock in favor of such transaction, to the extent required) all Shares of Common Stock hold by him or it to the party named in the Offer for the same consideration per Share and otherwise on the same terms and conditions set forth in the Offer. In the event the Offering Stockholder elects to compel the sale of Common Stock pursuant to this Section 3.06, the offering Stockholder shall send written notice to each of the remaining Stockholders, setting forth the consideration per Share to be paid and the other terms and conditions of Offer. Within thirty (30) days following the date such notice is given, each of the remaining Stockholders shall deliver to the Offering Stockholder certificates evidencing all Shares of Common Stock held by such Stockholder, duly endorsed in blank, together with all other documents reasonably required by the offering Stockholder, in order to consummate such
Right to Compel Sale. Each of the Shareholders agrees that in the -------------------- event the Majority Shareholder(s) negotiate a disposition of a majority in number of the shares of Common Stock then owned by all Shareholders to a Transferee in a transaction in which a majority of the outstanding stock of all classes of the Company's stock will be sold, and which disposition has complied with the procedures of Section 1 hereof, each Shareholder shall, upon request of such Transferee, sell a pro rata number of shares of Common Stock to such party --- ---- on the same terms and conditions on which the shares of Common Stock were negotiated to be sold to such party by the Majority Shareholder(s). For the purposes of this Section 3, a pro rata number of shares of any Shareholder shall --- ---- be determined by multiplying the total number of shares owned by such Shareholder by a percentage equal to the percentage of the total number of shares of Common Stock owned by the Majority Shareholder(s) which will be sold to such party.
Right to Compel Sale
