Rights to Compel Transfer. (a) If a Stockholder or Stockholders or any of their affiliates holding, individually or collectively, more than 50% of the outstanding Stock (collectively, the "selling Stockholder"), proposes to make a Transfer to any person or entity (other than the Control Stockholder) that, (i) upon completion of such Transfer, would hold, directly or indirectly, more than 50% of the outstanding Stock on a fully diluted basis and (ii) is not an affiliate of such Stockholder, then such Stockholder shall have the right, exercisable as set forth below, to require all of the other Stockholders (the "Remaining Stockholders") to sell, directly or indirectly, any or all of the Common Stock (as well as, at the election of the selling Stockholder, any securities convertible into or exercisable for Common Stock, and any other equity interest of the Company (the "Stock Rights")) then owned by such Remaining Stockholders (the "Transfer Stock") to the proposed transferee (the "Acquiror") in the same pro rata amount (determined based upon the relative direct or indirect ownership of shares of Common Stock) as is being sold by the selling Stockholder and for the same consideration per share of Common Stock as is being paid to the selling Stockholder and on the same terms as are applicable to the selling Stockholder (the "Compelled Transfer"). The purchase price for each vested Stock Right in any such Transfer shall equal the "spread" between the exercise price for such vested Stock Right and the purchase price per share of Stock. The terms and conditions of the Compelled Transfer shall be as set forth in the applicable purchase agreement between the selling Stockholder and the Acquiror.
Rights to Compel Transfer. (a) If First Reserve or any FRC Affiliate propose to make a Transfer to any person or entity who is not an FRC Affiliate immediately prior to such Transfer, then First Reserve shall have the right, exercisable as set forth below, to require each of the other Stockholders and each of the Optionholders (the "Remaining Stockholders") to Transfer an equivalent pro-rata portion of the Common Stock and any securities convertible or exercisable into Common Stock (the "Stock Rights") then owned by such Remaining Stockholders (such pro-rata portion, the "Transfer Stock") to the proposed transferee (the "Acquirer") for the same consideration per share as is being paid to First Reserve and on the same terms as are applicable to First Reserve (the "Compelled Transfer"). If the Remaining Stockholders are compelled to Transfer shares under this Section 3.5 in connection with a merger, consolidation or reorganization of the Company, the Remaining Stockholders agree to vote all Stock and Stock Rights in favor of approving such merger, consolidation or reorganization and, to the extent requested by First Reserve, become a party to any applicable agreement of merger, consolidation or reorganization; provided that any liabilities or obligations of the Stockholders and Optionholders under such agreement shall be several, and not joint or joint and several, and shall be borne pro rata by First Reserve and the Remaining Stockholders in relation to the Stock and Stock Rights then owned by them and shall be limited to an amount no greater than the amount of proceeds received by such Remaining Stockholder. The purchase price for each vested Stock Right in any such Transfer shall equal the "spread" between the exercise price for such vested Stock Right and the purchase price per share of Stock. The terms and conditions other than the consideration to be received by the Remaining Stockholders for Stock and vested Stock Rights sold pursuant to this Section 3.5 shall be as set forth in the applicable purchase agreement between First Reserve and the Acquirer, merger agreement to which the Company is a party, or other agreement effecting such Transfer. Upon the consummation of any such Transfer and subject to the terms of any agreements related to such Stock Rights, any unvested Stock Rights shall automatically be terminated and any transaction involving such unvested Stock Rights shall be void and of no effect. In addition, if the Company proposes to sell all or a substantial portion o...
Rights to Compel Transfer. HALLIBURTON COMPANY AGREEMENT AND PLAN OF RECAPITALIZATION APPENDIX VIII-16
Rights to Compel Transfer. Until the closing ------------------------- of an IPO, if one or more principal stockholders propose to transfer shares (pursuant to a merger, sale of shares or otherwise) to a transferee who, after the transfer, (i) will hold at least 50% of the fully diluted common stock and (ii) is not an affiliate of such stockholder, then such stockholder can compel a sale of shares held by Parent on the same basis as and in the same pro rata amount as sold by the principal stockholders and/or a vote in favor of such transaction. Transactions with Affiliates: Until the closing of an IPO, the Company will not enter into any transactions with affiliates, subject to agreed upon exceptions, unless (i) in the case of transactions in excess of $10 million but less than $50 million, the Company obtains a resolution of the Board approved by a majority of disinterested directors certifying as to the fairness of such transaction; and (ii) in the case of transactions equal to or in excess of $50 million, the Company obtains a fairness opinion from a nationally recognized investment banking firm. It being understood that any transaction with First Reserve affiliates would, by nature of its partnership requirements and the fact that other investments are invariably owned by different combinations of partnerships, be treated as a potential conflict of interest transaction and would require the independent approval of First Reserve's outside board of advisors. Halliburton Company Agreement and Plan of Recapitalization Appendix VIII-2 Appendix IX FORM OF CATEGORY 2A ASSETS PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "Agreement") dated as of ___________, 2001 is by and between Halliburton Company, a Delaware corporation (the "Parent") and DEG Acquisitions, LLC, a Delaware limited liability company (the "Acquiror").
