Examples of Significant Investors in a sentence
Subject to Section 4.2, except in the event of a proposed Transfer that would result in a Change of Control (in which case only the Significant Investors shall have the right to purchase the Offered Shares), the Company shall have the first option to offer to purchase, for cash payable at the closing of such Transfer, all or any part of the Offered Shares.
If not all of the Significant Investors elect to purchase their pro rata share of the Equity Securities, then the Company shall promptly notify in writing the Significant Investors who do so elect and shall offer such Significant Investors the right to acquire such unsubscribed shares.
If the number of Offered Shares so specified by all other Significant Investors exceeds the total number of Remaining Shares, the Remaining Shares available for purchase by each such Significant Investor shall be allocated to such Significant Investor on a pro rata basis according to the number of Shares then owned by each such Significant Investor.
Without prior written consent of the Chief Executive Officer of the Company and the Board with Requisite Board Approval, the Company shall not be obligated to pay any fees (including director fees or similar compensation paid by portfolio companies to private equity firms) or similar remuneration to the Significant Investors or the Significant Investor Directors, or any of their respective Affiliates.
This Agreement shall terminate on the earlier of (i) the first date on which the Significant Investors, together with their respective Affiliates, collectively own Shares representing less than ten percent (10%) of the then outstanding shares of Common Stock and (ii) the consummation of a Sale of the Company.
Notwithstanding anything in this Agreement to the contrary, except (i) in connection with a “drag-along sale” pursuant to Section 4.3, (ii) a Change of Control transaction, or (iii) a Transfer unanimously approved by all of the Significant Investors and Xx. Xxxxxx (for so long as he is the Chief Executive Officer of the Company), no Investor shall Transfer any of such Investor’s Shares to a Company Competitor.
The Prospective Selling Investor shall, prior to any such proposed Transfer, furnish a written notice of its desire to do so (the “Transfer Notice”) to the Company and each of the Significant Investors.
In the event the Company does not exercise its option within such 10-day period with respect to all of the Offered Shares, the Company shall, by the last day of such period, give written notice of that fact to the Significant Investors (the “Investor Notice”).
Each of MLN and the Significant Investors may designate as purchasers under such right itself or its partners, members or affiliates in such proportions as it deems appropriate.
If a Transferring Founder proposes to effect a Founder Shares Transfer, whether voluntarily or involuntarily, then at least sixty (60) days prior to any Founder Shares Transfer, such Transferring Founder shall deliver the TS Notice in accordance with Section 3 above and shall also deliver the TS Notice to the Significant Investors notifying them of his intention to effect the Founder Shares Transfer.