Alienation by Techno Expres Sample Clauses

Alienation by Techno Expres. Notwithstanding subsection 0, if, at any time after the date hereof, (i) Techno Expres receives an irrevocable offer (the "TP Offer") from a Person acting at Arm's Length to Techno Expres (the "TP Offeror") to purchase for cash, securities, property and/or any other form of consideration (all of which is payable at closing) all (but not less than all) of the Shares held by Techno Expres (the "Offered Shares") (including by way of prospectus, whether underwritten or not), which Techno Expres wishes to accept, in accordance with the procedures set forth hereinafter, or (ii) Techno Expres wishes to sell all (but not less than all) of the Shares held by Techno Expres, Techno Expres shall make an irrevocable offer (the "TE Offer") in accordance with the procedures set forth hereinafter (the TP Offer and TE Offer are hereinafter collectively referred to as the "Techno Offer"): 7.2.1 Techno Expres shall offer the Offered Shares to the Investors (together the "Other Shareholders") in accordance with the procedures set forth in subsection 0. 7.2.2 Should one or both of the Other Shareholders exercise options pursuant to subsection 0 so as to purchase all of the Offered Shares, Techno Expres shall sell to each such Other Shareholder the Offered Shares for which it has delivered notice(s) of exercise, in accordance with this Agreement and the terms and conditions of the Techno Offer. 7.2.3 Unless one or both of the Other Shareholders elects within the time required to exercise its options pursuant to subsection 0 such that all of the Offered Shares shall be purchased by the Other Shareholders, the option of the Other Shareholders shall expire, none of the Other Shareholders shall be eligible to purchase the Offered Shares, and Techno Expres shall be free for a period of ninety (90) days from the end of the expiration of the last offer period to sell all (but not less than all) of the Offered Shares to either (i) the TP Offeror on the terms and conditions provided in the TP Offer, or (ii) in the event of a TE Offer, to a Person acting at Arm's Length to Techno Expres (the "Third Party") on the terms and conditions provided in the TE Offer, provided, however, that, in both cases, it shall be a condition precedent to the right of Techno Expres to sell the Offered Shares that the TP Offeror or Third Party, as the case may be, has executed a counterpart of this Agreement in accordance with subsection 0 and has agreed to be bound by the terms and conditions of this Agreeme...
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Related to Alienation by Techno Expres

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  • Termination by University (a) If LICENSEE fails to perform or violates any term of this Agreement, then UNIVERSITY may give written notice of default (“Notice of Default”) to LICENSEE. If LICENSEE fails to cure the default within sixty (60) days of the Notice of Default, UNIVERSITY may terminate this Agreement and the license granted herein by a second written notice (“Notice of Termination”) to LICENSEE. If a Notice of Termination is sent to LICENSEE, this Agreement shall automatically terminate on the effective date of that notice. Termination shall not relieve LICENSEE of its obligation to pay any fees owed at the time of termination and shall not impair any accrued right of UNIVERSITY. During the term of any such Notice of Default or period to cure, to the extent the default at issue is a failure to pay past or ongoing Patent Costs as provided for under this Agreement, UNIVERSITY shall have no obligation to incur any new Patent Costs under this Agreement and shall have no obligation to further prosecute Patent Rights or file any new patents under Patent Rights. (b) This Agreement will terminate immediately, without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1(a), if LICENSEE files a claim including in any way the assertion that any portion of UNIVERSITY’s Patent Rights is invalid or unenforceable where the filing is by the LICENSEE, a third party on behalf of the LICENSEE, or a third party at the written urging of the LICENSEE. (c) This Agreement shall automatically terminate without the obligation to provide sixty (60) days’ notice as set forth in Paragraph 7.1 (a) upon the filing of a petition for relief under the United States Bankruptcy Code by or against the LICENSEE as a debtor or alleged debtor.

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