Tag-Along Rights With Respect to Shares Held by Management Stockholders Sample Clauses

Tag-Along Rights With Respect to Shares Held by Management Stockholders. (a) Upon the receipt by a member of the News Group or a member of the Investor Group of a Third Party Offer which such Stockholder desires to accept and may accept in accordance with the terms of this Agreement such Stockholder will cause the proposed Third Party to make an offer (the “Management Tag Offer”) in writing to the Company, on behalf of each of the Management Stockholders, to buy: (i) such number of the Additional Ordinary Shares held by the relevant Management Stockholder at the time of service of the Combined Notice which represents a proportion of the Additional Ordinary Shares held by the Management Stockholder at that time as is equal to the proportion that the aggregate number of Ordinary Shares to be acquired from the members of the Investor Group and members of the News Group as specified in the Combined Notice bears to the aggregate number of Ordinary Shares held by the members of the Investor Group and members of the News Group on the date of service of the Combined Notice; and (ii) if the Third Party Offer will, when completed, result in the members of the Investor Group ceasing to hold in aggregate at least, or further reducing their aggregate holding of Ordinary Shares below, 75 percent. of the Ordinary Shares held by the members of the Investor Group immediately after Closing (the first such Third Party Offer, being the “Triggering Third Party Offer”): (A) such number of Mandatory Ordinary Shares held by the relevant Management Stockholder at the time of the Combined Notice as is equal to (A) the proportion that the number of Ordinary Shares to be acquired from the members of the Investor Group and the members of the News Group as specified in the Combined Notice bears to aggregate number of Ordinary Shares held by the members of the Investor Group and members of the News Group immediately after Closing (the “Base Tag Along Proportion”) multiplied by (B) the number of Mandatory Ordinary Shares subscribed for by the relevant Management Stockholder (the “Original Management Stockholder Number”) (and for these purposes a Permitted Transferee of a Management Stockholder who originally subscribed for Mandatory Ordinary Shares shall be deemed to have subscribed for the number of the Mandatory Ordinary Shares transferred to the Permitted Transferee by the relevant Management Stockholder and the number of Mandatory B Shares subscribed for by the relevant transferee Management Stockholders shall be deemed to have been reduced by a correspon...
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Related to Tag-Along Rights With Respect to Shares Held by Management Stockholders

  • No Rights as Stockholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

  • No Rights as Shareholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

  • No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

  • Transfer Books; No Further Ownership Rights in Shares At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.

  • Rights as a Stockholder The Participant shall have no rights as a stockholder with respect to any shares covered by the Option unless and until the Participant has become the holder of record of the shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares, except as otherwise specifically provided for in the Plan.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Rights as Stockholder Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant. After such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of dividends and distributions on such Shares.

  • Rights as Shareholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the Merger Consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

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