Terms of Participation Offer. The Participation Offer shall describe the terms and conditions of the proposed Significant Tag Sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) each Co-Seller's execution and delivery of all agreements and other documents as the Holder is required to execute and deliver in connection with such Significant Tag Sale (provided that the Co-Seller shall not be required to make any representations or warranties in connection with such sale or transfer other than representations and warranties as to (A) such Co-Seller's ownership of his or its Common Stock to be sold or transferred free and clear of all liens, claims, and encumbrances, (B) such Co-Seller's power and authority to effect such transfer, and (C) such matters pertaining to compliance with securities laws as the transferee may reasonably require). If any Co-Seller shall accept the Participation Offer, the Holder shall reduce, to the extent necessary, the number of shares of Common Stock it otherwise would have sold in the proposed transfer so as to permit those Co-Sellers who have accepted the Participation Offer to sell the number of shares of Common Stock that they are entitled to sell under this Section 3.2, and the Holder and such Co-Sellers shall transfer the number of shares of Common Stock specified in the Participation Offer to the proposed transferee in accordance with the terms of such transfer as set forth in the Participation Offer.
Terms of Participation Offer. The Participation Offer shall ---------------------------- describe the terms and conditions of the proposed Tag Sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) the execution and delivery by each participating member of the CapZ Group of all agreements and other documents as TLB is required to execute and deliver in connection with such Tag Sale (provided that no member of the CapZ Group shall be required to make any representations or warranties in connection with such Tag Sale other than representations and warranties as to (A) such member's ownership of such member's shares of Common Stock to be sold or transferred free and clear of all liens, claims, and encumbrances, (B) such member's power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as the transferee may reasonably require). If any member of the CapZ Group shall accept the Participation Offer, TLB shall reduce, to the extent necessary, the number of shares of Common Stock that TLB otherwise would have sold in the proposed Tag Sale so as to permit those members of the CapZ Group who have accepted the Participation Offer to sell the number of shares of Common Stock that they are entitled to sell pursuant to this Section 3.1, and TLB and such members of the CapZ Group shall transfer the number of shares of Common Stock specified in the Participation Offer to the proposed transferee in accordance with the terms and conditions of such Tag Sale as set forth in the Participation Offer. CapZ shall be empowered to allocate the tag-along rights under Section 3.1.1 among the members of the CapZ Group as CapZ determines in its sole discretion.
Terms of Participation Offer. The Participation Offer shall describe the terms and conditions of the proposed sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) each Co-Seller's execution and delivery of all agreements and other documents as the members of the HMC Group are required to execute and deliver in connection with such sale (provided that the Co-Seller shall not be required to make any representations or warranties in connection with such sale other than representations and warranties as to (A) such Co-Seller's ownership of his Common Stock to be sold or transferred free and clear of all liens, claims, and encumbrances, (B) such Co-Seller's power and authority to effect such sale and (C) such matters pertaining to compliance with securities laws as the transferee may reasonably require). If any Co- Seller shall accept the Participation Offer, HMTF shall cause the HMC Group to reduce, to the extent necessary, the number of shares of Common Stock it otherwise would have sold in the proposed sale so as to permit those Co-Sellers who have accepted the Participation Offer to sell the number of shares of Common Stock that they are entitled to sell under this Section 4.2, and HMTF shall cause the HMC Group to transfer and such Co-Sellers shall transfer the number of shares Common Stock specified in the Participation Offer to the proposed transferee in accordance with the terms of such transfer as set forth in the Participation Offer.
Terms of Participation Offer. The Participation Offer shall describe the terms and conditions of the proposed sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) Veritas' timely execution and delivery of all agreements and other documents as any Selling Major Stockholder is required to execute and deliver in connection with such sale; provided that Veritas shall not be required to make any representations or warranties in connection with such sale other than representations and warranties as to (A) Veritas' ownership of its Securities to be sold free and clear of all Liens, (B) Veritas' power and authority to effect such sale and (C) such matters pertaining to compliance with securities laws as the transferee may reasonably require. If Veritas shall accept the Participation Offer by written notice to the Selling Major Stockholder within ten days after the date on which Veritas receives the Participation Offer, such Selling Major Stockholder shall reduce, to the extent necessary, the number of Securities it otherwise would have sold in the proposed Sale so as to permit Veritas to sell the number of Securities that it is entitled to sell under Section 2.1, and the Selling Major Stockholder and Veritas shall sell the Securities specified in the Participation Offer to the proposed transferee in accordance with the terms of such Sale as set forth in the Participation Offer. The purchase price payable for Securities of Veritas that are not the same as the Securities being sold by the Major Stockholder shall be adjusted, as appropriate, to reflect the comparative economics of such Securities.
Terms of Participation Offer. The Participation Offer shall describe the terms and conditions of the proposed Significant Sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) each Co- Seller's execution
Terms of Participation Offer. 2.2.1 Any Participation Offer shall be conditioned upon (i) the consummation of the Qualifying Transaction with the proposed transferee named in the Tag Along Notice (the "TRANSFEREE"), and (ii) each Qualifying Holder's execution and delivery of all agreements and other documents as each Restricted Selling Holder is required to execute and deliver in connection with such Qualifying Transaction or as otherwise may be reasonably requested by RAM or the Transferee (provided that the Qualifying Holder shall not be required to make any representations or warranties in connection with such sale other than representations and warranties that (A) such Qualifying Holder is the beneficial owner of such Qualifying Holder's Qualifying Eligible Equity Securities, (B) the Qualifying Eligible Equity Securities to be sold by such Qualifying Holder in such Qualifying Transaction are free and clear of all liens, claims, and encumbrances, (C) such Qualifying Holder has the power and authority to effect such sale) and (D) such Person constitutes a Qualifying Holder within the meaning of this Agreement with respect to the Eligible Equity Securities sought to be sold and set forth a brief description of the manner in which such Qualifying Holder became the Beneficial Owner of such Eligible Equity Securities. If any Qualifying Holder shall accept the Participation Offer, each Restricted Selling Holder shall reduce, to the extent necessary, the number of Qualifying Restricted Equity Securities such Restricted Selling Holder otherwise would have Transferred in the Qualifying Transaction so as to permit those Qualifying Holders who have accepted the Participation Offer to sell the number of Qualifying Eligible Equity Securities that they are entitled to sell under this Article II, and the Restricted Selling Holders and such Qualifying Holders shall transfer in the aggregate the number of Qualifying Equity Securities specified in the Participation Offer in accordance with the terms of such transfer as set forth in the Participation Offer. No reduction in the number of shares Transferred by any Restricted Selling Holder in any Transaction as a result of this Section 2.2 shall cause such Transaction to cease to be a Qualifying Transaction; provided, however, RAM may, in its sole discretion, and at any time without prior notice, abandon or discontinue any proposed Transaction.
Terms of Participation Offer. 31 4.4 Certain Events Not Deemed Transfers....................... 31 4.5 Transfer and Exchange..................................... 31 4.6 Replacement Securities.................................... 32 4.7 Concurrent Transfer of Securities......................... 32
Terms of Participation Offer. The Participation Offer shall describe the terms and conditions of the proposed Transfer and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) each Co-Seller's execution and delivery of all agreements and other documents that members of the Tag Seller Group are required to execute and deliver in connection with such Transfer (provided, however, that the Co-Seller shall not be required to make any representations or warranties in connection with such sale or transfer other than representations and warranties as to (A) such Co-Seller's ownership of his Common Stock to be sold or transferred free and clear of all liens, claims and encumbrances, (B) such Co-Seller's power and authority to effect such transfer and (C) such matters pertaining to compliance with securities laws as the transferee may reasonably require). If any Co-Seller shall accept the Participation Offer, the Tag Seller Group shall reduce, to the extent necessary, the number of shares of Common Stock it otherwise would have sold in the proposed transfer so as to permit those Co-Sellers who have accepted the
Terms of Participation Offer. The Participation Offer shall describe the proposed Majority Sale and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, (ii) the Securityholder's execution and delivery of all agreements and other documents as HON is required to execute and deliver in connection with such Majority Sale, and (iii) converting its Equity Rights into Shares (to the extent a sufficient number of such Debentures are not already so converted) in an amount sufficient to fulfill the Participation Offer no later than immediately prior to the consummation of such Majority Sale. If any Securityholder shall accept the Participation Offer, HON shall reduce, to the extent necessary, the number of Shares HON otherwise would have sold in the proposed Majority Sale so as to permit each Securityholder who accepted the Participation Offer to sell the number of Shares that it is entitled to sell under this Section 6.2, and HON shall Transfer, and each Securityholder who accepted the Participation Offer shall Transfer, the number of Shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such Transfer as set forth in the Participation Offer.
Terms of Participation Offer. 21 Section 4.2 Certain Events Not Deemed Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 4.3
