Common use of Third Party Offers Clause in Contracts

Third Party Offers. If, prior to the tenth anniversary of the Effective Date, UPC becomes the subject of a Third Party Offer that is (a) approved by a majority of the UPC Board and (b) supported by the holders of a majority of the UPC Voting Securities (i) in the event of a Third Party Offer, the consummation of which does not require action by the holders of the UPC Voting Securities, that have taken a position on such transaction, other than the Shareholders, or (ii) in the event of a Third Party Offer, the consummation of which requires action of the holders of UPC Voting Securities, whether at a meeting or by written consent, that have voted in favor of such Third Party Offer, other than the Shareholders, at a time when the Shareholders and their affiliates collectively Beneficially Own Shares aggregating more than 20% of the UPC Voting Securities, UPC shall deliver a written notice to the Shareholders, briefly describing the material terms of such Third Party Offer, and each of the Shareholders shall, within ten business days after receipt of such notice, either (x) offer to acquire all or substantially all of the assets of UPC or the Other UPC Shares, as the case may be, on terms at least as favorable to the Other UPC Holders as those contemplated by such Third Party Offer or (y) confirm in writing that it will support, and at the appropriate time support, such Third Party Offer, including by voting and causing each of its affiliates to vote all Shares Beneficially Owned by such Shareholder eligible to vote thereon in favor of such Third Party Offer or, if applicable, tendering or selling and causing each of its affiliates to tender or sell all of the Shares Beneficially Owned by it to the Person making such Third Party Offer. For purposes of (b)(i) of the foregoing sentence of this Section 3.2, in order to determine whether a Third Party Offer is supported by other holders of UPC Voting Securities, UPC may use any reasonable method, taking into account confidentiality concerns, including engaging the services of a proxy solicitor or similar firm. The notice referred to in the first sentence of this Section 3.2 shall be delivered promptly after the approval of the Third Party Offer by the UPC Board and the determination of the support by the holders of a majority of the UPC Voting Securities who have taken a position on such transaction or the approval by the holders of a majority of the UPC Voting Securities that have voted in favor of such Third Party Offer, as the case may be.

Third Party Offers. If, prior to the tenth anniversary of the Effective Date, UPC KMOC becomes the subject of a Third Party Offer that is (a) approved by a majority of the UPC KMOC Board and (b) supported by the holders of a majority of the UPC KMOC Voting Securities (i) in the event of a Third Party Offer, the consummation of which does not require action by the holders of the UPC KMOC Voting Securities, that have taken a position on such transaction, other than the Shareholders, or (ii) in the event of a Third Party Offer, the consummation of which requires action of the holders of UPC KMOC Voting Securities, whether at a meeting or by written consent, that have voted in favor of such Third Party Offer, other than the Shareholders, at a time when the Shareholders and their affiliates collectively Beneficially Own Shares aggregating more than 20% of the UPC Voting Securities, UPC KMOC shall deliver a written notice to the ShareholdersTrust, briefly describing the material terms of such Third Party Offer, and each of the Shareholders Trust shall, within ten business days after receipt of such notice, either (x) offer to acquire all or substantially all of the assets of UPC KMOC or the Other UPC KMOC Shares, as the case may be, on terms at least as favorable to the Other UPC KMOC Holders as those contemplated by such Third Party Offer or (y) confirm in writing that it will support, and at the appropriate time support, such Third Party Offer, including by voting and causing each of its affiliates the Shareholders to vote all Shares Beneficially Owned by such Shareholder eligible to vote thereon in favor of such Third Party Offer or, if applicable, tendering or selling and causing each of its affiliates the Shareholders to tender or sell all of the Shares Beneficially Owned by it to the Person making such Third Party Offer. For purposes of (b)(i) of the foregoing sentence of this Section 3.22.1, in order to determine whether a Third Party Offer is supported by other holders of UPC KMOC Voting Securities, UPC KMOC may use any reasonable method, taking into account confidentiality concerns, including engaging the services of a proxy solicitor or similar firm. The notice referred to in the first sentence of this Section 3.2 2.1 shall be delivered promptly after the approval of the Third Party Offer by the UPC KMOC Board and the determination of the support by the holders of a majority of the UPC KMOC Voting Securities who have taken a position on such transaction or the approval by the holders of a majority of the UPC KMOC Voting Securities that have voted in favor of such Third Party Offer, as the case may be.

Third Party Offers. If, prior to the tenth anniversary of the Effective Date, UPC KMOC becomes the subject of a Third Party Offer that is (a) approved by a majority of the UPC KMOC Board and (b) supported by the holders of a majority of the UPC KMOC Voting Securities (i) in the event of a Third Party Offer, the consummation of which does not require action by the holders of the UPC KMOC Voting Securities, that have taken a position on such transaction, other than the Shareholders, or (ii) in the event of a Third Party Offer, the consummation of which requires action of the holders of UPC KMOC Voting Securities, whether at a meeting or by written consent, that have voted in favor of such Third Party Offer, other than the Shareholders, at a time when the Shareholders and their affiliates collectively Beneficially Own Shares aggregating more than 20% of the UPC Voting Securities, UPC KMOC shall deliver a written notice to the ShareholdersInvestor, briefly describing the material terms of such Third Party Offer, and each of the Shareholders Investor shall, within ten business days after receipt of such notice, either (x) offer to acquire all or substantially all of the assets of UPC KMOC or the Other UPC KMOC Shares, as the case may be, on terms at least as favorable to the Other UPC KMOC Holders as those contemplated by such Third Party Offer or (y) confirm in writing that it will support, and at the appropriate time support, such Third Party Offer, including by voting and causing each of its affiliates the Shareholders to vote all Shares Beneficially Owned by such Shareholder eligible to vote thereon in favor of such Third Party Offer or, if applicable, tendering or selling and causing each of its affiliates the Shareholders to tender or sell all of the Shares Beneficially Owned by it to the Person making such Third Party Offer. For purposes of (b)(i) of the foregoing sentence of this Section 3.22.1, in order to determine whether a Third Party Offer is supported by other holders of UPC KMOC Voting Securities, UPC KMOC may use any reasonable method, taking into account confidentiality concerns, including engaging the services of a proxy solicitor or similar firm. The notice referred to in the first sentence of this Section 3.2 2.1 shall be delivered promptly after the approval of the Third Party Offer by the UPC KMOC Board and the determination of the support by the holders of a majority of the UPC KMOC Voting Securities who have taken a position on such transaction or the approval by the holders of a majority of the UPC KMOC Voting Securities that have voted in favor of such Third Party Offer, as the case may be.

Third Party Offers. If, prior to the tenth anniversary of the Effective Date, UPC KMOC becomes the subject of a Third Party Offer that is (a) approved by a majority of the UPC KMOC Board and (b) supported by the holders of a majority of the UPC KMOC Voting Securities (i) in the event of a Third Party Offer, the consummation of which does not require action by the holders of the UPC KMOC Voting Securities, that have taken a position on such transaction, other than the Shareholders, or (ii) in the event of a Third Party Offer, the consummation of which requires action of the holders of UPC KMOC Voting Securities, whether at a meeting or by written consent, that have voted in favor of such Third Party Offer, other than the Shareholders, at a time when the Shareholders and their affiliates collectively Beneficially Own Shares aggregating more than 20% of the UPC Voting Securities, UPC KMOC shall deliver a written notice to the Shareholders, briefly describing the material terms of such Third Party Offer, and each if it is a condition of the Third Party Offer that the Shares be included in the sale, the Shareholders shall, within ten business days after receipt of such notice, either (x) offer to acquire all or substantially all of the assets of UPC KMOC or the Other UPC KMOC Shares, as the case may be, on terms at least as favorable to the Other UPC KMOC Holders as those contemplated by such Third Party Offer or (y) confirm in writing that it will support, and at the appropriate time support, such Third Party Offer, including by voting and causing each of its affiliates the Shareholders to vote all Shares Beneficially Owned by such Shareholder eligible to vote thereon in favor of such Third Party Offer or, if applicable, tendering or selling and causing each of its affiliates the Shareholders to tender or sell all of the Shares Beneficially Owned by it to the Person making such Third Party Offer on the same terms as the Third Party Offer. For purposes of (b)(i) of the foregoing sentence of this Section 3.22.1, in order to determine whether a Third Party Offer is supported by other holders of UPC KMOC Voting Securities, UPC KMOC may use any reasonable method, taking into account confidentiality concerns, including engaging the services of a proxy solicitor or similar firm. The notice referred to in the first sentence of this Section 3.2 2.1 shall be delivered promptly after the approval of the Third Party Offer by the UPC KMOC Board and the determination of the support by the holders of a majority of the UPC KMOC Voting Securities who have taken a position on such transaction or the approval by the holders of a majority of the UPC KMOC Voting Securities that have voted in favor of such Third Party Offer, as the case may be.