Seller's Right to Transfer. The provisions of this Section 1(d) (Seller's Right to Transfer) shall apply (i) from the Execution Date through the Commercial Operations Date and (ii) from the Commercial Operations Date in the event that Company does not consummate a purchase pursuant to its exercise of the Right of First Negotiation in accordance with the terms and conditions of this Attachment P (Sale of Facility by Seller). In such circumstances, Seller shall, subject to the prior written consent of Company, which consent shall not be unreasonably withheld, conditioned or delayed, have the right to transfer or sell the Facility to any person or entity which proposes to acquire the Facility with the intent to continue the operation of the Facility in accordance with the provisions of this Agreement pursuant to an assignment of this Agreement. Company shall consent to the assignment of this Agreement to such prospective purchaser upon receiving documentation from Seller establishing, to Company's reasonable satisfaction, that the assignee (i) has a tangible net worth of $100,000,000 or a credit rating of "BBB-" or better and has the ability to perform its financial obligations hereunder (or provides a guaranty from an entity that meets this description) in a manner consistent with the terms and conditions of this Agreement; and (ii) has experience in the ownership and at least five (5) years of experience in the operation (or contracts with an entity that has at least five (5) years of experience in the operation) of power generation and XXXX facilities; provided, however, that Company shall be deemed to have consented to the assignment if, within ten (10) Business Days of receiving from Seller the documentation establishing that the assignee meets all the foregoing criteria, Company does not either (y) deliver the required consent to Seller, or (z) notify Seller which of the foregoing criteria is not established by such documentation. Notwithstanding the foregoing, Company consent shall not be required for any Exempt Sale.
Seller's Right to Transfer. If any of the Offered Shares remain available after the exercise of all Rights of First Refusal and all Rights of Co-Sale, then the Seller shall be free to Transfer, subject to Section 5, any such remaining shares to the Proposed Transferee at the Offered Price or a higher price in accordance with the terms set forth in the Transfer Notice; provided, however, that if the Offered Shares are not so Transferred during the seventy-two (72) day period following the deemed delivery of the Transfer Notice, then Seller may not Transfer any of such remaining Offered Shares without complying again in full with the provisions of this Agreement.
Seller's Right to Transfer. If the Company or Key Shareholders have not elected to purchase all or any portion of the Offered Stock, then, with respect to that portion of Offered Stock that will not be purchased by the Company or Key Shareholders pursuant to Section 3 hereof, the Seller may Transfer such portion of the Offered Stock, which the Company and Key Shareholders have not elected to purchase, to any Proposed Transferee named in the Transfer Notice, at the Offered Price or at a higher price; provided that such Transfer shall still be subject to the Right of Co-Sale as defined in Section 4 hereof; provided further that such Transfer (i) is consummated within ninety (90) days after the end of the Notice Period, (ii) is on terms no more favorable to such Proposed Transferee than the terms proposed in the Transfer Notice and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so Transferred during such ninety (90) day period, then the Seller may not Transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Seller's Right to Transfer. In the event that Company does not exercise its right to purchase such interest in the Facility under Section 1(a) (Right of First Negotiation) of this Attachment P (Sale of Facility by Seller), Seller shall have the right to transfer or sell such interest to any person or entity which proposes to acquire the Facility with the intent to continue the operation of the Facility in accordance with the provisions of this Agreement pursuant to an assignment of this Agreement, subject to the prior written consent of Company, which consent shall not be unreasonably withheld, conditioned or delayed. Company will consent to the assignment of this Agreement to the purchaser upon being reasonably satisfied that the assignee (i) has the qualifications or has contracted with an entity having the qualifications to operate the Facility in a manner consistent with the terms and conditions of this Agreement and (ii) has provided Company with evidence satisfactory to Company of its creditworthiness and ability to perform its financial obligations hereunder (including such guarantees as Company deems appropriate) in a manner consistent with the terms and conditions of this Agreement.
Seller's Right to Transfer. If the Company and each Preferred Holder have not elected to purchase all of the Offered Stock, then, subject to the Preferred Holders' Right of Co-Sale as defined in Article 5 hereof, the Seller may transfer that portion of the Offered Stock permitted to be sold, to any person named as a Transferee in the Seller's Notice, at the Offered Price or at a higher price, provided that such Transfer (i) is consummated within 30 days after the end of the Preferred Holders' Refusal Period, (ii) is on terms no more favorable to the Transferee than the terms proposed in the Seller's Notice and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so Transferred during such 30-day period, then the Seller may not Transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Seller's Right to Transfer. If the Stock proposed in the Seller Notice to be transferred is not purchased by the Company or its assignee as provided in this Section 4, then the Seller may sell or otherwise transfer such Stock to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within 90 days after the date of the Seller Notice and provided further that any such sale or other transfer is effected in accordance with any applicable securities laws. If any Stock described in the Seller Notice is not transferred to the Proposed Transferee within such period, or if the Seller proposes to change the price or other terms to make them more favorable to the Proposed Transferee, a new Seller Notice shall be given to the Company and the other Investor, and the Company and/or its assignee shall again be offered the Right of First Refusal before any Stock held by the Seller may be sold or otherwise transferred.
Seller's Right to Transfer. If the Company and the Investors have not elected to purchase all of the Transfer Shares, then, subject to the Investors’ right of co-sale set forth in Section 1.6, the Seller may transfer the remaining Transfer Shares to any person named as a Transferee in the Seller’s Notice, at the Offered Price or a higher price, provided that such Transfer (a) is consummated within ninety (90) days after the expiration of all applicable periods set forth above in Section 1.3(b), (b) is on terms no more favorable than the terms proposed in the Seller’s Notice, and (c) is in accordance with all the terms of this Agreement. If the Transfer Shares are not so Transferred during such period, then the Seller may not Transfer any of such Transfer Shares without complying again in full with the provisions of this Agreement.
Seller's Right to Transfer. If the Company has not elected to purchase all or any portion of the Offered Stock, then, with respect to that portion of Offered Stock that will not be purchased by the Company pursuant to Section 2 hereof, the Right of First Refusal shall not apply to such Transfer, and the Seller may Transfer such portion of the Offered Stock, which the Company has not elected to purchase to any person named as a purchaser or other Transferee in the IAO Common Stock Transfer Notice, at the Offered Price or at a higher price; provided further that such Transfer (i) is consummated within 60 days after the end of the Company Confirmation Notice Period, (ii) is on terms no more favorable than the terms proposed in the IAO Common Stock Transfer Notice, and (iii) is in accordance with all the terms of this Agreement. If the Offered Stock is not so Transferred during such 60 day period, then the Seller may not Transfer any of such Offered Stock without complying again in full with the provisions of this Agreement.
Seller's Right to Transfer. If all of the Interest proposed in the Notice to be transferred to a given Proposed Transferee is not purchased by Purchaser as provided in this Section, then Sellers may sell or otherwise transfer such Interest to that Proposed Transferee at the Offered Price or at a higher price and on the Offer Terms, provided such sale or other transfer is consummated within one year after the date of the Notice in which event Purchaser’s Right of First Refusal shall expire as to such Interest. If the Interest described in the Notice is not sold or transferred to the Proposed Transferee within such period, a new Notice shall be given to Purchaser, and Purchaser shall again be offered the Right of First Refusal before any Interest held by Sellers may be sold or otherwise transferred.
Seller's Right to Transfer. If the Company and each Eligible Investor have not elected to purchase all or any portion of the Offered Shares, then, with respect to such portion of Offered Shares (the "TRANSFERABLE PORTION"), the Right of First Refusal shall not apply to such Transfer, and the Seller may Transfer the Transferable Portion to any Proposed Transferee, at the Offered Price or at a higher price; provided that such Transfer shall still be subject to the Investors' Right of Co-Sale as defined in Section 6 hereof; provided further that such Transfer (i) is consummated within ten (10) Business Days after the end of the Subsequent Refusal Period, (ii) is on terms no more favorable than the terms proposed in the Transfer Notice and (iii) is in accordance with all the terms of this Agreement. If the Offered Shares are not so Transferred during such ten (10) Business Day period, then the Seller may not Transfer any of such Offered Shares without complying again in full with the provisions of this Agreement.
