Common use of Third Party Offers Clause in Contracts

Third Party Offers. If and for so long as the Shareholders and their Affiliates Beneficially Own more than 21.0% of the Voting Power of the Company: (a) In the event that the Company becomes the subject of a Third Party Offer that is approved by a majority of the Independent Directors, the Shareholders may act at their sole discretion (including voting their Company Securities for or against such Third Party Offer or tendering or selling, or not tendering or selling, their Company Securities to such Person making such Third Party Offer) with respect to such Third Party Offer. (b) In the event that the Company becomes the subject of a Third Party Offer that is not approved by a majority of the Independent Directors, the Shareholders and their Affiliates shall not support such Third Party Offer, vote in favor of such Third Party Offer or tender or sell their Company Securities to the Person making such Third Party Offer. (c) The voting limitations set forth in this Section 2.6 shall cease to apply following a Change of Control.

Appears in 4 contracts

Samples: Shareholder Agreement (Aircastle LTD), Shareholder Agreement (Marubeni Corp /Fi), Shareholder Agreement (Marubeni Corp /Fi)

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