Common use of Transaction Proceeds Clause in Contracts

Transaction Proceeds. Notwithstanding anything to the contrary set forth in Sections 2.3, 2.4 or 2.5 hereof, if at the time of a Transaction in which the Employee is participating, the Company is entitled to purchase the Employee's shares of Common Stock pursuant to this Article 3, and if the purchase price per share for a purchase pursuant to this Article 3 would be less than the proceeds per share to the Employee from such Transaction, then the Employee shall be entitled to receive only the aggregate purchase price payable under this Article 3, with the balance of the proceeds of sale in the Transaction being remitted to the other stockholders of the Company participating in such Transaction pro rata in accordance with their respective participation in such Transaction.

Appears in 2 contracts

Samples: Stockholder's Agreement (Yankee Candle Co Inc), Stockholder's Agreement (Forstmann Little & Co Sub Debt & Equ MGMT Buyout Part Vi Lp)

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Transaction Proceeds. Notwithstanding anything to the contrary set forth in Sections 2.3Section 3.2, 2.4 3.3 or 2.5 3.4 hereof, if at the time of a Transaction in which the Employee is participating, the Company is entitled to purchase the Employee's shares of Class C Common Stock pursuant to this Article 34, and if the purchase price per share for a purchase pursuant to this Article 3 4 would be less than the proceeds per share to the Employee from such Transaction, then the Employee shall be entitled to receive only the aggregate purchase price payable under this Article 34, with the balance of the proceeds of sale in the Transaction being remitted to the other stockholders of the Company participating in such Transaction pro rata in accordance with their respective participation in such Transaction.

Appears in 1 contract

Samples: Stockholder's Agreement (Community Health Systems Inc/)

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Transaction Proceeds. Notwithstanding anything to the contrary set forth in Sections 2.3Section 3.2, 2.4 3.3 or 2.5 3.4 hereof, if at the time of a Transaction in which the Employee is participating, the Company is entitled to purchase the Employee's shares of Common Stock pursuant to this Article 34, and if the purchase price per share for a purchase pursuant to this Article 3 4 would be less than the proceeds per share to the Employee from such Transaction, then the Employee shall be entitled to receive only the aggregate purchase price payable under this Article 34, with the balance of the proceeds of sale in the Transaction being remitted to the other stockholders of the Company participating in such Transaction pro rata in accordance with their respective participation in such Transaction.

Appears in 1 contract

Samples: Stockholder Agreement (Yankee Candle Co Inc)

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