Public Offerings of Sensata Investment Co.s Subsidiaries
If any subsidiaries of Sensata Investment Co., other than the
issuer, effects any firm commitment underwritten sale of shares pursuant to a public offering, then Sensata Investment Co. is obligated to cause each such subsidiary to enter into a registration rights agreement with the parties to the
Securityholders Agreement. The registration rights agreement must contain substantially the same tag along and piggyback rights as described above.
Drag Along Rights
If the Bain Capital Funds request an Approved Sale, each of the Unitas Funds is obligated to vote for and consent to such sale.
If the Approved Sale is a merger or consolidation, each of the Unitas Funds will waive any dissenters rights, appraisal rights or similar rights. If the Approved Sale is a stock transfer, each of the Unitas Funds will agree to sells its pro
rata shares of each class of securities to be sold in such transfer at the same price and on the same terms and conditions as the Bain Capital Funds. Upon the receipt by the Unitas Funds of their proportional share of the purchase price, the Unitas
Funds voting rights, rights to distributions and all other rights granted as securityholders will terminate.
For this purpose, an Approved Sale is defined in the Securityholders Agreement to mean a transfer by the Bain Capital Funds of
any of the following:
the majority of the assets of the issuer and its subsidiaries,
the majority of Sensata Investment Co.s outstanding fully diluted ordinary shares (whether by merger, reorganization or otherwise), or
the majority of the issuers outstanding ordinary shares (whether by merger, reorganization or otherwise), in each case to a person who owns 5% or
less of Sensata Investment Co.s fully diluted ordinary shares or 5% or less of the fully diluted capital stock of any subsidiary of Sensata Investment Co.
The Unitas Funds may not transfer any of their securities covered by the Securityholders Agreement other than in connection
with their participation in a sale by the Bain Capital Funds, an Approved Sale, a public sale or an exempt transfer. In addition, the Unitas Funds have agreed under the terms of the Securityholders Agreement not to effect any transfer of any of
their securities or any other equity securities of the Company, or any securities convertible into or exchangeable or exercisable for such securities, during (i) the seven days prior to and the 180-day period beginning on the effective date of
an initial public offering and (ii) the seven days prior to and the 90-day period beginning on the effective date of any other public offering, except as part of any such offering or unless the underwriters managing the registration of any such
offering otherwise agree. This agreement, however, is conditioned on the Unitas Funds not being subject to a longer lock-up agreement than the Bain Capital Funds.
So long as the Unitas Funds own in the aggregate at least 50% of the fully diluted ordinary shares of Sensata
Investment Co. held by the Unitas Funds on April 27, 2006 (as appropriately adjusted for securities splits, securities dividends, securities combinations, recapitalization and similar transactions), the Unitas Funds have the right to visit and
inspect such of Sensata Investment Co.s and its subsidiaries assets, records, files and other information as they may reasonably request (and make copies of such records) and to meet with Sensata Investment Co.s and its
subsidiaries officers and other management personnel to obtain in the ordinary course such customary information regarding Sensata Investment Co. and its subsidiaries, and their respective businesses and prospects, as they may reasonably