Special Rights Clause Samples
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Special Rights. 3.1 CO-SALE RIGHTS (TAG ALONG).
(a) Except pursuant to any Permitted Transfers or a Permitted Sale, if the Stockholder (the "INITIATING SELLER") shall propose to transfer to a third party (or related group of third parties) any shares of Common Stock held by such Stockholder (whether in one transaction or in a series of related transactions) (a "PARTICIPATION SALE"), the Initiating Seller shall provide written notice of the Participation Sale to each Investor and the Company. Each Investor may elect to participate in the Participation Sale by delivering written notice of such election to the Company and the Initiating Seller within twenty (20) days following the receipt by such Investors of notice of such Participation Sale. Each Investor that makes such an election shall be entitled to sell for cash, at the same price as the Initiating Seller, the Warrants and/or a number of shares of Warrant Stock equal to the product of (i) the quotient determined by dividing the number of shares of Warrant Stock owned by such Investor, by the Common Stock owned by the Stockholder, and (ii) the number of shares of Common Stock to be sold by the Initiating Seller in such transaction. If the purchase price to be paid to the Initiating Seller in any Participation Sale is comprised of cash and non-cash consideration, the Initiating Seller shall take all actions necessary to cause such third party purchaser to first allocate all or such portion of the cash consideration as is necessary to purchase the Warrants and/or Warrant Stock from the Investors electing to participate in such Participation Sale. If such cash consideration is not sufficient to purchase all of such Warrants and/or Warrant Stock from the electing Investors, then the Initiating Seller shall be prohibited from consummating such Participation Sale. If an Investor exercises rights pursuant to this Section 3.1(a), such Investor shall be entitled to sell the same proportionate amount of any other securities that the Initiating Seller sell to such third party purchasers in connection with the Participation Sale in the event such Investor holds such other securities.
(b) If the third party purchaser of any of the shares of Common Stock to be sold in a Participation Sale refuses to purchase, for cash, the Warrants or shares of Warrant Stock which any Investor has elected to include in the Participation Sale pursuant to Section 3.1(a), then the Initiating Seller may not sell any of their shares of Common Stock to su...
Special Rights. (a) Holders shall be entitled to vote on all matters on which the holders of shares of Common Stock are entitled to vote and, except as otherwise provided herein, in the Articles of Incorporation (including, in any other certificate of designations), or by law, the Holders shall vote together with the holders of shares of Common Stock as a single class. As of any record date or other determination date, each Holder shall be entitled to a number of votes equal to the number of votes such Holder would have had if all shares of Series A Preferred Stock held by such Holder on such date had been converted into shares of Common Stock immediately prior thereto; provided, however, that shares of Series A Preferred Stock that are held by any Affiliates of the Company shall not be considered outstanding or be entitled to vote on any matter on which the shares of Series A Preferred Stock are entitled to vote (whether voting as a separate class or on an as converted basis with the shares of Common Stock).
(b) Except as provided in Section 4(c) and Section 4(d), so long as any shares of Series A Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by the Pennsylvania BCL or the Articles of Incorporation, the affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of Series A Preferred Stock, voting together as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating an amendment to this Certificate of Designations or to the Articles of Incorporation (including by merger or otherwise), that is adverse (other than in a de minimis manner) to any of the rights, preferences and privileges of the shares of Series A Preferred Stock. Without limiting the generality of the preceding sentence, any amendment shall be deemed to have such an adverse impact that is not de minimis if such amendment would:
(i) reduce the Dividend Rate, change the form of payment of dividends on the shares of Series A Preferred Stock, defer the date from which distributions on the shares of Series A Preferred Stock will accrue, cancel any accrued and unpaid distributions on the shares of Series A Preferred Stock or any interest accrued thereon (including any Accrued Dividends), or change the seniority rights of the Holders as to the payment of distributions in relation to the holders of any other class o...
Special Rights. Purchaser’s license to use the Shared Licensed Trademarks and Shared Licensed Trade Dress that are the corporate names of Bayer or any of its Affiliates or any other name, logo, trade dress, abbreviation, word or combination thereof of corporate identification is subject to the terms, conditions, and limitations set forth below. It is hereby agreed that, unless otherwise agreed in a separate agreement, Purchaser may utilize, at its sole option, the following items:
(i) Without limitation of time, Purchaser may use manuals, technical specifications, descriptive literature and catalogs and similar materials related to the Bayer Business and bearing the name or marks or trade dress of Bayer or any of its Affiliates; provided, however, that the name, marks and trade dress shall be stamped or overprinted, to the extent practical, with one or more names or marks or trade dress of Purchaser not confusingly similar thereto as soon as practicable, and in any event, no later than ninety (90) days after delivery by Bayer or its Affiliates of such materials to be used by Purchaser.
(ii) Purchaser shall, subject to applicable Legal Requirements, have a period of nine (9) months after the Closing Date within which to use the corporate names, trade dress and identification (including NDC numbers) of Bayer and its Affiliates pertaining to the Bayer Business.
(iii) Notwithstanding the foregoing, Purchaser shall, subject to applicable Legal Requirements, have the right to sell any products of the Business in the eighteen (18) month period after the Closing Date (or any written mutually agreed extension thereof) that are in bags or other containers bearing any of the corporate names or trade dress or identification (including NDC numbers) of Bayer or any of its Affiliates, so long as such products are not outdated and so long as products sold by Purchaser after eighteen (18) months following the Closing Date (or any written mutually agreed extension thereof) are not packaged in bags or other containers that bear such names, marks, trade dress or codes; provided, however, that Purchaser may continue to use the corporate names or trade dress or identification (including NDC numbers) of Bayer or its Affiliates beyond such period to the extent required by applicable Legal Requirements as a result of Bayer (or its Affiliate) manufacturing a Licensed Product or holding a Permit relating to a Licensed Product.
(iv) Notwithstanding the foregoing, Purchaser shall diligently pursue in...
Special Rights. (a) For so long as any Loans or Exchange Notes are held by West Street, the Borrower shall, and shall cause each of its Subsidiaries to, promptly provide West Street with such information concerning the businesses, properties or financial condition of the Credit Parties and such Subsidiaries as West Street may from time to time request. In that connection, the Borrower shall, and shall cause each of its Subsidiaries to:
(i) keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities; and
(ii) permit West Street or any of its representatives to consult with the Borrower and its Subsidiaries with respect to their businesses and make proposals with respect to such businesses and meet with the respective executive officers and directors of the Borrower and its Subsidiaries with respect to such proposals.
(b) For so long as any Loans or Exchange Notes are held by West Street, the Borrower shall, and shall cause each of its Subsidiaries to, upon prior reasonable request, invite West Street or any of its representatives to attend each regular, special or other meeting of its Board of Directors in a nonvoting observer capacity and in this respect shall, upon prior reasonable request, give West Street or such representative copies of all notices, minutes, consents and other materials that it provides to its directors. West Street or such representative may participate in any and all discussions of matters brought to the Board of Directors. The Borrower shall and shall cause each of its Subsidiaries to allow West Street or any such representative of West Street to attend such meetings by means of conference call or other communications equipment utilized by any other person participating in such meetings. Notwithstanding the foregoing, the Borrower reserves the right to exclude West Street and its representatives from access to any material or meeting or portion thereof if the Borrower believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information or for other similar valid business reasons.
(c) In addition to the provisions of Section 12.3, (i) any amendment to the provisions of this Section 4.21 shall require the consent of West Street at any time that West Street holds Loans and/or Notes and (ii) for so long as West Street holds Loans and/or Note...
Special Rights. All the special rights granted by the government or special rights to other units, to which the Target Company is entitled, as long as they are continuous, have been disclosed to the Transferee;
Special Rights. A-24 SECTION 7.01 Registration Rights...
Special Rights. Notwithstanding anything contained elsewhere in this Security Agreement, the Secured Party shall have the right, but shall not be required, to demand the subjection of any after acquired property to the Lien of this Security Agreement, or any other action whatsoever (other than a withdrawal of cash) within the purview hereof, any showings, certificates, opinions, appraisals or other information by or from any Grantor reasonably deemed necessary or appropriate by it in order to maintain and preserve the security interest granted hereby.
Special Rights. So long as, but only so long as, the shares of Preferred Stock are held by WEDGE Energy Services, L.L.C., a Delaware limited liability company ("WEDGE"), or by an affiliate of WEDGE (collectively "Holder"), the shares of Preferred Stock shall have the following special rights:
Special Rights. (i) SansRosa is not a party to, or bound by, any arrangement, agreement, instrument or order relating to the transfer of, the payment of any dividend or the grant of any voting rights in respect of, or the right to register for public sale, any securities of SansRosa
(ii) Each of the Shareholders represents and warrants for itself, with respect to the Shares referenced on Exhibit B as owned by it, that it is not a party to, or bound by, any arrangement, agreement, instrument or order relating to the transfer of, the encumbrance of or the grant of any voting rights in respect of, any of such Shares.
Special Rights. 52 SECTION 4.22.