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Stock to a single person or to any group of related
persons (the “Prospective Purchaser”), then such
Selling Shareholders shall have the right (the “Drag-
Along Right”) to compel MB Parent (together with its
successors, transferees and assigns, the “Drag-Along
Shareholders”) to sell all of the shares of [MergerSub]
Participating Preferred Stock and [MergerSub] Voting
Preferred Stock owned by them to the Prospective
Purchaser at, in the case of Voting Preferred Stock, a
price per share equal to 100% of the Stated Value of
the Voting Preferred Stock on the date of purchase and,
in the case of the Participating Preferred Stock, a
price per share equal to the dollar amount derived from
the EBITDA Formula, and otherwise on the same terms and
subject to the same conditions, as the Selling
Shareholders are able to obtain with respect to the
Common Stock. * * *
* * * * * * *
Section 7. Restrictions on Transfer.
(a) General. Except as otherwise permitted or
required hereby, no holder of shares of Voting
Preferred Stock shall, directly or indirectly, transfer
or otherwise dispose of any shares of Voting Preferred
Stock owned by such holder or any interest therein
prior to June 30, 2003. Except as otherwise permitted
or required hereby, no holder of shares of
Participating Preferred Stock shall, directly or
indirectly, transfer or otherwise dispose of any shares
of Participating Preferred Stock owned by such holder,
or any interest therein prior to June 30, 2003. * * *
Y. Filing of the Restated Certificates of Incorporation
for MB Parent and MergerSub
On July 29, 1998, a restated certificate of incorporation
for MB Parent was filed with the Secretary of State of the State
of Delaware. The restated certificate of incorporation for MB
Parent established five directors, of whom three would constitute
a quorum, and included the following provisions:
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