Common use of Significant Transactions Clause in Contracts

Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

Appears in 5 contracts

Samples: Stockholders Agreement (Burlington Coat Factory Investments Holdings, Inc.), Stockholders Agreement (Panther Expedited Services, Inc.), Stockholders Agreement (Panther Expedited Services, Inc.)

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Significant Transactions. Each holder of Other Investor Shares agrees to cast all votes to which such holder is entitled in respect of the Company Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Sponsor Shares are voted by the Investors Sponsors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors TPG of their its rights under Section 4.24.5.

Appears in 2 contracts

Samples: Management Services Agreement (J Crew Group Inc), Principal Investors Stockholders’ (J. Crew Inc.)

Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the same proportion as Investor Shares are voted Majority Investors may instruct by the Investors written notice to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

Appears in 2 contracts

Samples: Stockholders Agreement (Houghton Mifflin Co), Stockholders Agreement (Houghton Mifflin Co)

Significant Transactions. Each holder of Shares agrees to cast all votes to which vote the Shares held by such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Majority Investors in connection with any transaction with respect to approve which the Majority Investors exercise their "drag along" rights in Section 3.2 (including without limitation any salemerger, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection withreorganization, or in furtherance of, sale of substantially all the exercise by assets of the Majority Investors of their rights under Section 4.2Company).

Appears in 1 contract

Samples: Shareholders Agreement (Miami Cruiseline Services Holdings I B V)

Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries Subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

Appears in 1 contract

Samples: Stockholders Agreement (Music123, Inc.)

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Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares (other than Management Incentive Shares), whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

Appears in 1 contract

Samples: Stockholders Agreement (Transcultural Health Develpment, Inc.)

Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its direct or indirect subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2.

Appears in 1 contract

Samples: Stockholders Agreement (Gym-Card, LLC)

Significant Transactions. Each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in the same proportion as Investor Shares are voted by the Investors Investor(s) to approve any sale, recapitalization, merger, consolidation, reorganization or any other transaction or series of transactions involving the Company or its direct or indirect subsidiaries (or all or any portion of their respective assets) in connection with, or in furtherance of, the exercise by the Majority Investors of their rights under Section 4.2...

Appears in 1 contract

Samples: Stockholders Agreement (Gymboree Corp)

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