Agreement to Sell Shares a. In the event that there is a public offering of Shares in which the shareholders of the Corporation participate and in which the Shareholders desire to participate, the Shareholders agree as follows:
(i) the Shareholders will be entitled to elect to participate in such public offering on a pro rata basis, based on the number of Shares owned by them, as set forth on Schedule A. In the event that such offering is an underwritten public offering, if the managing underwriter or the Corporation determines the number of Shares owned by the Shareholders and requested to be included in the registration statement exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Corporation and the underwriter or the Corporation limits or totally excludes the Shares owned by the Shareholders, the number of Shares shall be which shall be excluded shall be determined on such pro rata basis; and
(ii) without the consent of Rich, Xxxxx and Xxxxxx shall not be entitled to sell a greater percentage of their ownership in the Corporation than Rich sells in such offering. For example, if Rich sells twenty(20%) percent of his Shares, then Xxxxx and Xxxxxx shall each be entitled to sell up to twenty (20%) percent of his Shares.
b. Excepts as provided in subsection (a) above, the Shareholders shall be entitled to sell their Shares without restriction, in compliance with applicable laws.
Agreement to Sell Shares. [Dissenting Shareholder] agrees to sell and [Eco Holdings Limited or Group Company or Non-dissenting Shareholder] hereby agrees to purchase [all the Shares] [such number of the Shares as is specified against its name in the schedule hereto], free from all claims, charges, liens, equities and encumbrances and together with all rights and advantages now and hereinafter attaching thereto.
Agreement to Sell Shares. 1.1 In consideration of the execution of the Shareholders Agreement and the performance by the parties of all the covenants, conditions, stipulations and other matters therein contained and as part of the transactions therein contemplated, CTF hereby agrees to sell and GRAND hereby agrees to purchase the Shares, free and clear from all claims, charges, liens, equities and encumbrances and together with all rights and advantages now and hereinafter attaching thereto.
Agreement to Sell Shares. Each Vendor will sell, and the Purchaser will purchase, legal and beneficial title to the Vendor's Shares free from any encumbrances and with the benefit of all rights attaching to the Vendor's Shares on or after the date of this Agreement, on the terms and conditions set out in this Agreement.
Agreement to Sell Shares. Each of the Shareholders hereby agrees to sell, or cause to be sold (including by tender or otherwise), all Paraxxxxxx Xxxres beneficially owned by him and his respective affiliates and associates (a) to the Paraxxxxxx Xxxreholder in any approved Shareholder Proposal for which such Shareholders are required to vote under Section 1(a)(i) above, upon the terms and conditions contemplated by such Shareholder Proposal; and (b) to the acquiror under any Approved Acquisition Proposal for which such 2 Shareholders are required to vote under Section 1(a)(ii) above, upon the terms and conditions contemplated by such Approved Acquisition Proposal.
Agreement to Sell Shares. Seller agrees to sell the Shares to Purchaser, and Purchaser agrees to purchase the Shares from Seller, for a purchase price of $20.32 per share, or a total of $1,000,000 ("Purchase Price"). The Purchase Price shall be paid in cash at the Closing (as defined below).
Agreement to Sell Shares. The Vendors shall sell that number of Shares set opposite their respective names in column 2 of the first schedule and the Purchaser shall purchase the Shares together with all rights attaching thereto at the date of this agreement.
Agreement to Sell Shares. Subject to the terms and conditions ------------------------ hereinafter set forth, immediately after the issue of the New Shares pursuant to Paragraph 1.1 above, Xxxx agrees to sell to Xxxxx Subsidiary 2,795,500 Xxxx Shares (the "Transferred Shares") free and clear of all liens, claims, pledges and encumbrances of every kind, character and description and Xxxxx Subsidiary agrees to pay Xxxx the following consideration:
(a) Fourteen Million Four Hundred Thousand Dollars ($14,400,000) as evidenced by promissory note attached hereto as Exhibit "A-1" and ------------- incorporated herein for all purposes, such note being secured by a standby letter of credit issued by Bank One, Texas, N.A., in a form as set forth in Exhibit "A-1-A" attached hereto and incorporated herein for all purposes, --------------- (ii) Six Million Dollars ($6,000,000) as evidenced by promissory note attached hereto as Exhibit "A-2" and incorporated herein for all purposes, -------------
(iii) One Million Three Hundred Thousand Dollars ($1,300,000) as evidenced by promissory note attached hereto as Exhibit "A-3" and incorporated herein ------------- for all purposes and (iv) immediately following Closing, two tracts of land known as the Fallstone Tract and Enchanted Valley Tract to be conveyed by Special Warranty Deed attached hereto as Exhibit "D" and incorporated ----------- herein for all purposes. Buyer and Xxxxx Subsidiary agree immediately following Closing and the merger of Xxxxx Subsidiary into DSI to cause DSI, and DSI agrees, to convey the Fallstone Tract and Enchanted Valley Tract to Xxxx to satisfy this obligation. All of 1.2(a)(i), (ii), (iii) and (iv), collectively referred to as the "Transferred Shares Purchase Price". ---------------------------------
Agreement to Sell Shares. If at any time after the date of this Agreement the holders of at least a majority of the Shares (being referred to jointly as the "Seller") shall determine to Transfer (in a business combination or otherwise) a majority of the Shares of the Company (but excluding an Exempt Transfer pursuant to Section 2.3(g)) in a bona fide arm's-length transaction to a person or entity not otherwise affiliated with any Seller ( a "Third Party") in which the same price per share shall be payable in respect to all Shares, then, upon the written request of such Seller, Investor and each Shareholder shall be obligated to, and shall, if so requested by such Third Party, (a) sell, transfer and deliver, or cause to be sold, transferred and delivered to such Third Party, all Shares owned by it at the same price per share and on the same terms as are applicable to the Seller, and (b) if approval by the shareholders of the Company of the transaction is required, vote its Shares in favor thereof and (c) sell, transfer and deliver, or cause to be sold, transferred and delivered, to such Third Party all Shares owned by it (with respect to Investor a request pursuant to this Section 4 being an event triggering the conversion of Investor's commitment pursuant to the Equity Agreement) at a price per share equal to the terms as are applicable to the concurrent sale of
Agreement to Sell Shares. The Vendors hereby jointly and severally agree to offer and sell the Common Shares to the public in an underwritten public offering following execution of a definitive underwriting agreement entered into among the Company, the Vendors and the Lead Underwriter (the “Underwriting Agreement”) in accordance with, and subject to the terms and conditions of the Underwriting Agreement.
