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.
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. 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. (a) (i) If the Selling Stockholders propose to make a Transfer of 100% of their remaining Purchaser Common Stock at any time when (A) the Selling Stockholders own at least 35% of the Fully Diluted Common Stock of the Purchaser, and (B) the aggregate amount of Purchaser Common Stock proposed to be Transferred in such transaction (including Purchaser Common Stock owned by Stockholders who are not Selling Stockholders) constitutes at least 50% of the Fully Diluted Common Stock, to a Person that is neither an Affiliate of the Stockholders nor a Person with respect to which the Stockholders or any of their Affiliates has a direct or indirect economic interest or contractual relationship (any such Sale, a "Compelled Sale"), then the Selling Stockholders shall have the right, exercisable as set forth below, to require all of the other Stockholders or their Permitted Transferees (the "Remaining Stockholders") to sell all Purchaser Common Stock then owned by such Remaining Stockholders (the "Transfer Common Stock") to the proposed transferee of such Purchaser Common Stock (the "Acquiror") on the same terms and for the same consideration per share as is being paid to the Selling Stockholders and as allocated among Purchaser Common Stock as set forth in clause (iii) below, which consideration shall consist entirely of cash and/or marketable securities, and otherwise on the same terms as are applicable to the Selling Stockholders.
Right to Compel Sale. (i) If at any time a proposal for a sale of all or substantially all of the voting Units in the Company to, or a merger or consolidation of Company with or into an Unrelated Third Party for a specified price per Unit payable in cash, shares, ownership interests or any other consideration and on specified terms and conditions (a “Sale Proposal”) shall have been approved by the requisite number of Members required to approve the Sale Proposal under the Articles of Organization of the Company and this Agreement and any applicable law, then the Members who so approved the Sale Proposal (the “Approving Members”) may require all of the remaining Members (the “Remaining Members”) to sell all of the Units held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same pro-rata consideration and otherwise upon the same terms and conditions set forth in the Sale Proposal, provided only that the price per Unit and the terms and conditions applicable to the remaining Members are no less favorable than the per unit price and the terms and conditions which apply to the Approving Members (a “Compelled Sale”).
Right to Compel Sale. (a) Subject to subsection (h) below, and so long as the Minimum Xxxxxxxx Ownership equals or exceeds ninety percent (90%) or the Minimum Whitney Ownership equals or exceeds twenty-five percent (25%), as the case may be, if either (i) Xxxxxxxx and/or his Permitted Transferees or (ii) Whitney and/or its Permitted Transferees (a “Compelled Sale Transferor”) wish to cause a Sale of Business Transaction with any Person other than to a Permitted Transferee of such Persons (“Compelled Sale Purchaser”), then each of the other Parties (the “Other Parties”) shall be obligated, upon the written request of the Compelled Sale Transferor, to join and fully cooperate in such Sale of Business Transaction (a “Compelled Sale”), all as more fully set forth in this Section 2.5. The Compelled Sale Transferor shall evidence its intent to initiate a Compelled Sale by delivering notice of such effect to the Other Parties (an “Initiating Notice”).
Right to Compel Sale. (a) If Xxxxxxxx and his Permitted Transferees (the "Proposed Transferors"), wish to sell all, and not less than all, of the Common Stock or Derivative Securities then owned by the Proposed Transferors on such date, to any bona fide independent third party other than an Affiliate or a Permitted Transferee of such Proposed Transferors (the "Compelled Sale Purchaser"), and if such Compelled Sale Purchaser requires, as a condition to acquiring such Common Stock or Derivative Securities upon terms acceptable to the Proposed Transferors, that the Stockholders sell to such Compelled Sale Purchaser all, and not less than all, of the Securities, then each Stockholder shall be obligated to join and fully cooperate in the sale together with the concurrent sale by the Proposed Transferors (a "Compelled Sale") of all of its respective Securities to the Compelled Sale Purchaser, subject to the following:
Right to Compel Sale. (a) Subject to the provisions of this Section, if at any time the Company proposes to sell shares of Bank Stock representing more than a 50% interest in the Bank, then the Company shall have the right, exercisable as set forth below, to compel all of the Investors to sell to the third party purchaser (a “Compelled Sale”) all, but not less than all, of the Bank Stock then held by them. In connection with any Compelled Sale, such Investors will receive the same consideration payable to the Company and be on the same terms and conditions applicable to the Company.
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. (a) If Members owning Units representing more than fifty percent (50%) of the votes entitled to be cast by all outstanding Units (the “Initiating Members”) propose to enter into a Sale of the Company Transaction, then such Members may require all other Members (the “Other Members”) to (i) vote all Units then owned by such Member at any regular or special meeting of the Members (or written consent in lieu of a meeting) in favor of such Sale of the Company Transaction, (ii) waive any and all dissenters’, appraisal or similar rights with respect to such Sale of the Company Transaction and (iii) if the Sale of the Company Transaction is structured as a sale of all of the outstanding Units of the Company by the Members, sell all of their Units owned by them (the “Designated Units”) to the third party in accordance with the terms and conditions of such Sale of the Company Transaction. Any Sale of the Company Transaction approved pursuant to this Section 19.3(a) may hereinafter be referred to as an “Approved Transaction.” Notwithstanding the foregoing, for so long as A+D is entitled to appoint the A+D Designee, no Sale of the Company Transaction shall be deemed an Approved Transaction unless it has been approved by a unanimous vote of the Board of Managers, other than any Sale of the Company Transaction that occurs on or after January 1, 2015 in which the total consideration received by the Company in connection therewith is valued at an amount equal to or greater than the Call Option Valuation (valued for such purpose for the twelve month period ending as of the end of the last completed full fiscal quarter prior to the proposed date of the consummation of the Sale of the Company Transaction).
