Subject Investors definition
Examples of Subject Investors in a sentence
In addition, the Subject Investors agree that they shall vote all of the Agreement Stock on all matters to be submitted to a vote of the stockholders of the Company, whether by written consent or otherwise, to cause all the agreements and covenants contained in this Agreement to be fully implemented and satisfied.
In the event that the Subject Investors (other than Baileys) collectively propose to sell or transfer all of the Agreement Stock now owned or hereafter acquired, the Subject Investors shall have the right to require Baileys to participate and to sell or transfer all of his Agreement Stock in the same transaction.
Baileys shall participate in such sale on the same terms and conditions as the Subject Investors as stated in the Notice (including the same price per share of Common Stock on an as converted basis) and shall promptly deliver to the Subject Investors for transfer to the prospective purchaser or transferee certificates evidencing all of the Agreement Stock owned by Baileys properly endorsed for transfer.
Each of the other Investors or Other Holders may accept the offer to purchase included in the Offer for the Tag-Along Shares by providing written notice of its acceptance of such offer to the Company, the proposed transferee and the Subject Investors, on or prior to the twentieth (20th) day after the delivery the Transfer Notice.
Notwithstanding the foregoing, the Subject Investors shall not be subject to any Drag-Along Right unless under the terms of the Sale Transaction, such Subject Investors receive consideration for their Shares to be included in such Sale Transaction equal to at least the initial cost of the Silver Lake Investor’s investment in the Company as of February 4, 2008.
If, within twenty (20) days after the receipt of the Transfer Notice, the other Investors or Other Holders have not accepted the offer to purchase included in the Offer, such Investors and Other Holders shall be deemed to have waived any and all tag-along rights with respect to the sale or other disposition of the shares of Investor Stock of the Subject Investors described in the Transfer Notice.
For purposes of this Agreement, "Tag-Along Shares" shall mean the number of Shares obtained by multiplying the number of Shares held by the other Investors or Other Holders as of the date of the Transfer Notice by a fraction, the numerator of which is the number of shares of Investor Stock proposed to be transferred by the Subject Investors, and the denominator of which is the total number of shares of Investor Stock held by the Subject Investors.