Right to Join in Sale. (a) Notwithstanding anything herein to the contrary, if any of the Capital Stockholders or any of the Prospect Stockholders ("Selling Holders") proposes, in a single transaction or a series of related transactions, to sell, dispose of or otherwise transfer a majority of such stockholders Shares, the Selling Holders shall refrain from effecting such transaction unless, prior to the consummation thereof, each of the other stockholders who are parties to this Agreement shall have been afforded the opportunity to join in such transfer as provided in Section 2(b). Specifically excluded from this provision are sales made pursuant to Rule 144 or other sales in the open market.
Right to Join in Sale. (a) Anything in this Agreement to --------------------- the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, other than (i) transfers to a Permitted Transferee pursuant to Section 4.2 and (ii) transactions by ING or ING's Affiliates or Permitted Transferees to a Financial Investor, to sell, dispose of or otherwise transfer any Stock or Warrants (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder shall have been afforded the opportunity to join in such sale of Common Stock on a pro rata basis, as hereinafter provided.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders proposes, in a single transaction or a series of transactions during any six-month period (other than transfers to a Permitted Transferee pursuant to Section 4.2 and transactions subject to Section 5.9 and transactions pursuant to Section 8 of the Management Subscription Agreement) to sell, dispose of or otherwise transfer 5% or more of the outstanding Common Stock and Warrant Stock or, if less than such amount, in the case of any Stockholder which owns Common Stock or Warrant Stock on the date hereof, 50% or more of its initial holdings of such interests in Common Stock or Warrant Stock, as the case may be (each a "Disposing Stockholder"), such person or group shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Stockholder, including a Warrant Stock holder, shall have been afforded the opportunity to join in such sale of Common Stock or Warrant Stock on a pro rata basis, as hereinafter provided.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding (but subject to Section 1.3), if (after complying with Section 1.4 above, if such Section 1.4 is still in effect) any of USG, Xxxxx Xxxxxx and/or Xxxx Xxxxxxxxx (each a "Selling Common Shareholder") proposes, in a single transaction or a series of related transactions, directly or indirectly to sell, dispose of or otherwise transfer for consideration a number of shares of Stock (or any other securities of the Company held by such Selling Common Shareholder) ("Offer Shares") representing, when combined with all other transfers of Stock by such Selling Common Shareholder since the date of this Agreement, more than 10% of the Common Share Equivalents held by such Selling Common Shareholder on the date hereof (as adjusted for any stock splits, dividends, combinations or other reorganizations of the Company), such Selling Common Shareholder shall refrain from effecting such transaction unless, prior to the consummation thereof, each Investor shall have been afforded the opportunity to join in such transfer on a pro rata basis, as provided in Section 1.5(b).
Right to Join in Sale. (a) If any one or more Stockholders (the "Selling Stockholders") proposes to transfer Common Stock, Series A Stock or Warrants, as the case may be (a "Transaction"), including, without limitation, pursuant to Section 3.1, then the Selling Stockholders shall refrain from effecting a Transaction unless, prior to the consummation thereof, each Executive (in the case of transfers by Existing Stockholders) or each Investor (in the case of transfers by Investors or Existing Stockholders) other than the Selling Stockholders, shall have been afforded the opportunity to join in such transfer on a pro rata basis, as hereinafter provided. Any purported transfer subject to this Section 3.2 not made in compliance with this Section 3.2 shall be void and shall not be consummated upon the books and records of the Company.
Right to Join in Sale. If one or both of the Selling Shareholders enters into a transaction for the sale of all or any portion of their Xxxxxx common stock in any transaction or series of transactions, then Xxxxx shall have the right (the "Joinder Right") to join in such transaction on the same terms and conditions as those given such Selling Shareholder. The Joinder Right shall apply in a given transaction with respect to (and Xxxxx shall have the right to sell in such transaction) a proportion of Xxxxx' shares that corresponds to the proportion of the Selling Shareholder's shares (or in the case that both Selling Shareholders are selling shares into the transaction, a proportion of Xxxxx' shares that corresponds to the proportion of the Selling Shareholders' combined shares) that are the subject of the transaction (taking Xxxxx' shares to be sold in the transaction into consideration in determining the proportion of the Selling Shareholder's shares to be sold). For example, if Xxxxxxxx enters into a transaction in which Xxxxxxxx is to sell a portion of his shares, then Xxxxx shall have the right to join in the transaction as to a proportion of Xxxxx' shares equal to the proportion of Xxxxxxxx'x shares sold in the transaction. For further example, if Xxxxx and Xxxxxxxx enter into a transaction to sell shares, then Xxxxx also shall have the right to join in the transaction as to a proportion of Xxxxx' equal to the proportion of Xxxxxxxx'x and Joyce's combined shares sold in the transaction.
Right to Join in Sale. (a) If any Securityholder or group of Securityholders proposes to sell, dispose of or otherwise transfer in any single transaction or series of related transactions any Securities representing more than 10% of the Fully Diluted Common Stock (each a "Disposing Stockholder") other than (i) to the Company, (ii) to the Company or its designee pursuant to Section 5.1 hereof or (iii) any transfer by a First Reserve Stockholder to any affiliate of such First Reserve Stockholder, such Disposing Stockholder shall refrain from effecting such transaction unless, prior to the consummation thereof, each other Securityholder shall have been afforded the opportunity to join in such sale on a pro rata basis, as hereinafter provided.
Right to Join in Sale. (a) Notwithstanding anything to the --------------------- contrary contained herein, if any Eligible Securityholder proposes to sell, dispose of or otherwise transfer Equity Securities pursuant to Section 4.2 (other than a transfer to a Permitted Assignee) (a "Disposing Securityholder"), ------------------------ such Disposing Securityholder shall refrain from effecting the consummation thereof, each Other Securityholder shall have been afforded the opportunity to join in such sale on a pro rata basis, as hereinafter provided. For purposes of this Section 4.3, Xxxxxxx shall be deemed to be an Eligible Securityholder for so long as he continues to hold any Equity Securities, provided, that in the event Xxxxxxx holds less than five percent (5%) of the Fully Diluted Common Stock and elects to join in such sale, the Disposing Securityholder shall have the right to purchase or otherwise sell in a transaction effected pursuant to this Section 4.3, all Equity Securities then held by Xxxxxxx. In addition, for purposes of this Section 4.3, Xxxxxxxx and each Xxxxxxxx Transferee (as those terms are defined in the DMC Stockholders Agreement as it may be amended from time to time) shall be deemed to be "Other Securityholders" and entitled to the --------------------- benefits of this Section 4.3.
Right to Join in Sale. (a) In the event EKI proposes, in a single transaction or a series of related transactions, to sell, dispose of or otherwise transfer shares of Common Stock, EKI shall refrain from effecting such transaction unless, prior to the consummation thereof, each Purchaser shall have been afforded the opportunity to join in such sale as hereinafter provided; PROVIDED, HOWEVER, that notwithstanding any other provision of this section 6.5, EKI shall be permitted to sell, dispose of or otherwise transfer up to an aggregate of 63,000 shares of Common Stock (subject to appropriate adjustment in proportion to any increase or decrease in the number of shares of Common Stock outstanding as a result of any recapitalization, reclassification, stock dividend, stock split or stock combination) from the date hereof without affording the Purchasers the opportunity to join in such sale, disposition or other transfer. The obligations of EKI to afford the Purchasers the opportunity to join in sales pursuant to this Section 6.5 shall expire and terminate upon the earlier to occur of (i) the date 5 years from the Closing Date and (ii) the consummation of a public offering of Common Stock pursuant to an effective registration statement under the Securities Act for the account of the Company at an aggregate offering price in excess of $35,000,000.
Right to Join in Sale. (a) Anything in this Agreement to the contrary notwithstanding, if any Stockholder or group of Stockholders, (other than the Institutional Investors) proposes to sell, dispose of or otherwise transfer, in a single transaction or a series of transactions during any eighteen-month period (other than transfers pursuant to Section 4.2, transactions pursuant to Section 8 of the Management Subscription Agreement or transfers to the Company) 5% or more of the outstanding Common Stock or, if less, in the case of any Stockholder that owns Common Stock on
