Approved Sale; Sale of the Company Sample Clauses

Approved Sale; Sale of the Company. (a) At any time that the holders of (x) a majority of the Founder Securities and (y) a majority of the Investor Securities (collectively, the “Compellors”) propose a Sale of the Company, the Compellors shall be entitled to deliver notice to the Company and all other Stockholders that are not among the Compellors (the “Compelled Stockholders”) that the Compellors desire the Company and/or the Compelled Stockholders to enter into agreements with one or more Persons that would result in a Sale of the Company (an “Approved Sale”), whereupon all Stockholders and the Company shall consent to and raise no objections against the Approved Sale (including that the Stockholders and the Company shall not voluntarily participate in any action or proceeding seeking to enjoin such Approved Sale), and if the Approved Sale is structured as (i) a merger or consolidation of the Company, each Stockholder shall, and hereby waives any dissenter’s rights, appraisal rights or similar rights in connection with such merger or consolidation and hereby instructs the Board to vote in favor of such Approved Sale, or (ii) a sale of shares of capital stock, each Stockholder shall, and hereby agrees to, agree to sell their Equity Securities on the terms and conditions approved by the Compellors. All Stockholders and the Company shall take all necessary and desirable actions (as determined by the Compellors) in connection with the consummation of the Approved Sale, including the execution of such agreements and such instruments and other actions reasonably necessary to (i) provide the representations, warranties, indemnities, covenants, conditions, escrow agreements and other provisions and agreements relating to such Approved Sale and (ii) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale as set forth below; provided, however, that: (A) no Compelled Stockholder shall be required to enter into a non-compete provision, a provision providing for the licensing of intellectual property or the delivery of any products or services, (B) the liability of the Stockholders is several and not joint, (C) no Compelled Stockholder shall have any liability for any breaches of the representations, warranties or covenants of any other Stockholder, (D) any obligations and/or liabilities of Stockholders under the agreement governing such transaction and any related escrow agreement shall be borne pro rata among the Stockholders based on the proceeds and assets p...
Sample 1
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Approved Sale; Sale of the Company. (a) If, at any time prior to the consummation of a Qualified Public Offering (subject to Section 3.1(k)), Apollo proposes to Transfer any of its Restricted Shares, Apollo shall be entitled to deliver notice (an “Approved Sale Notice”) to the Company and the Non-Apollo Holders requiring the Non-Apollo Holders to Transfer an aggregate number of their Restricted Shares equal to the portion of Apollo’s Restricted Shares that Apollo proposes to Transfer in such Approved Sale Notice (an “Approved Sale”); provided, however, that if the proposed Transferee desires to purchase a number of Restricted Shares that is less than the aggregate number of Restricted Shares that Apollo and the Non-Apollo Holders are seeking to Transfer in the Approved Sale, then, at Apollo’s election: (i) Apollo may cancel such Approved Sale, or (ii) each of Apollo and the Non-Apollo Holders shall sell, respectively, in the Approved Sale, only that number of Restricted Shares equal to the product of (A) the total number of Restricted Shares such proposed Transferee desires to purchase and (B) such Stockholder’s Proportionate Percentage. Any such Approved Sale Notice shall include: (x) the name of the parties to the proposed Approved Sale, (y) a summary of the material terms and conditions of the proposed Approved Sale, and (z) the proposed amount and form of consideration and the terms and conditions of payment contemplated by the proposed Approved Sale.
Sample 1

Related to Approved Sale; Sale of the Company

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Services During each Contract Year, SABINE shall make available to Customer, and Customer shall purchase and pay for in an amount equal to the Fee, the Services as described in Section 3.1(b).

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Purchase and Sale of Company Shares Sale of Company Shares

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