Certain Effects of Offers Sample Clauses

Certain Effects of Offers. Subject to the terms and conditions of Section 6.2, unless otherwise waived by the Board in its sole discretion, all Common Stock transferred by a Holder in accordance with the terms and subject to the conditions of this Agreement and any other agreement imposing restrictions on transfer and ownership to which such Holder is a party from time to time to any third party or to any Eligible Offeree (other than (x) a transferee described in Section 5.1(a), (c), (d) and/or (e) or (y) the Company, TopCo Parent or any of their respective Affiliates), and all Securities Subject to the Offer under Sections 2(b) through 2.6 (unless acquired by the Company, TopCo Parent or any of their respective Affiliates), shall remain subject to the terms and conditions of this Agreement.
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Certain Effects of Offers. Subject to the provisions of Section 6.2, all Common Stock transferred in accordance with the terms of this Agreement to any third party or to any Eligible Offeree (other than the Company), and all Securities Subject to the Offer under Sections 2.1 through 2.5 (unless acquired by the Company), shall remain subject to the terms of this Agreement; provided, that upon the sale of (or other realization upon) Common Stock by any banks or other bona fide sources of financing pursuant to, or upon the occurrence of any transfer of such Common Stock to any such banks or other bona fide sources of financing or any third party pursuant to, pledge arrangements which may be entered into by the Company’s Holders pledging their capital stock or notes thereto to secure financing, such Common Stock so pledged shall not remain subject to the terms of this Agreement.
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Certain Effects of Offers. Subject to the provisions of Section 6.2, all Common Stock and Preferred Stock transferred in accordance with the terms of this Agreement to any third party or to any Eligible Offeree (other than the Company), and all Securities Subject to the Offer under Sections 2.1 through 2.5 (unless acquired by the Company), shall remain subject to the terms of this Agreement; PROVIDED, that upon the sale of (or other realization upon) Common Stock or Preferred Stock by any banks or other bona fide sources of financing pursuant to, or upon the occurrence of any transfer of such Common Stock or such Preferred Stock to any such banks or other bona fide sources of financing or any third party pursuant to, pledge arrangements which may be entered into by the Company's Holders pledging their capital stock or notes thereto to secure financing, such Common Stock and Preferred Stock so pledged shall not remain subject to the terms of this Agreement.
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Certain Effects of Offers. If the Eligible Offerees do not accept an Offer for all of the Shares Subject to the Offer, and such Offer has been made under Section 3.1, the Offeror desiring to make the Disposition pursuant to Section 3.1 shall be permitted, subject to compliance with Sections 5, 8, and 9, at any time or times within 60 days after the expiration of all rights of the Eligible Offerees to accept such Offer or to include Shares in the Disposition pursuant to Section 9, to make a Disposition of all (but not less than all) of the Shares Subject to the Offer; provided, however, that no such Disposition shall be made at a lower price, on more favorable terms or to any Person other than as specified in the Acquisition Proposal. All Shares transferred in accordance with the terms of this Agreement to any third party or to any Eligible Offeree (other than the Company), and all Shares Subject to the Offer pursuant to Section 3.1 and remaining unsold after such 60-day period, and all Shares Subject to the Offer under Sections 3.2 through 3.4 (unless acquired by the Company) shall remain subject to the terms of this Agreement. Any such third party transferee shall execute and deliver to the Company an Adoption Agreement as provided in Section 7.
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Certain Effects of Offers. (i) In the case of an Offer made under Section 3.1, if the Eligible Offerees do not accept the Offer for all of the Shares Subject to the Offer, the Offeror desiring to make the Disposition shall be permitted, subject to compliance with Sections 5.1 and 8, at any time or times within 30 days after the expiration of all rights of the Eligible Offerees to accept such Offer, to make a Disposition of all (but not less than all) of the Shares Subject to the Offer; PROVIDED, however, that no such Disposition shall be made at a lower price or on more favorable terms or to any person other than specified in the Acquisition Proposal; AND PROVIDED FURTHER, that if such Disposition is a Control Disposition, the Offeror must comply with Section 5.2 before making any such Disposition, and the 30-day period provided for in Section 4.2 shall be extended by the Board for such time as it may determine to be appropriate to permit compliance by the Offeror with Section 5.2. If the selling Holder shall fail to make such Disposition within such 30-day period, the provisions of Section 3 and 4 must be complied with anew.
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Certain Effects of Offers. If the Offerees do not accept an Offer for all of the Securities Subject to the Offer, and such Offer is a Section 3.1 Offer, the Section 3.1 Offeror shall be permitted at any time or times within, but not after, 45 days after the expiration of all rights to accept such Offer, to make a Disposition of all or a part of the Securities Subject to the Offer that were not accepted by the Offerees; provided, however, that no such Disposition shall be made at a lower price or on more favorable terms or to any person other than specified in the Acquisition Proposal. Any Securities Subject to the Offer remaining unsold after application of the procedures set forth above and after expiration of the time periods set forth above shall again be subject to the right of first refusal granted in Section 3.1.
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Related to Certain Effects of Offers

  • Certain Effects of the Merger At and as of the Effective Time, (a) Newco will be merged with and into the Company in accordance with the provisions of the Indiana Business Corporation Law, (b) Newco will cease to exist as a separate legal entity, (c) the articles of incorporation of the Company will be amended to change its authorized capital stock to 100 shares, par value $0.01 per share, of Common Stock, (d) the Company will be the Surviving Corporation and, as such, will, all with the effect provided by the Indiana Business Corporation Law, (i) possess all the properties and rights, and be subject to all the restrictions and duties, of the Company and Newco and (ii) be governed by the laws of the State of Indiana, (e) the Charter Documents of the Company then in effect (after giving effect to the amendment of the Company's articles of incorporation specified in clause (c) of this sentence) will become and thereafter remain (until changed in accordance with (i) applicable law (in the case of the articles of incorporation) or (ii) their terms (in the case of the bylaws)) the Charter Documents of the Surviving Corporation, (f) the initial board of directors of the Surviving Corporation will be the Chief Executive Officer of RW and the other persons named in Schedule 2.03, and those persons will hold the office of director of the Surviving Corporation subject to the provisions of the applicable laws of the State of Indiana and the Charter Documents of the Surviving Corporation, and (g) the initial officers of the Surviving Corporation will be as set forth in Schedule 2.03, and each of those persons will serve in each office specified for that person in Schedule 2.03, subject to the provisions of the Charter Documents of the Surviving Corporation, until that person's successor is duly elected to, and, if necessary, qualified for, that office.

  • Certain Effects of Termination In the event that this Agreement is terminated pursuant to Section 7.01:

  • Certain Events If any event occurs of the type contemplated by the adjustment provisions of this Paragraph 4 but not expressly provided for by such provisions, the Company will give notice of such event as provided in Paragraph 4(g) hereof, and the Company's Board of Directors will make an appropriate adjustment in the Exercise Price and the number of shares of Common Stock acquirable upon exercise of this Warrant so that the rights of the holder shall be neither enhanced nor diminished by such event.

  • Limitation of Offer Dealer will offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company or the Dealer Manager and will only make offers to persons in the states in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, Dealer will comply with the provisions of the Rules of Fair Practice set forth in the NASD Manual, as well as all other applicable rules and regulations relating to suitability of investors, including without limitation, the provisions of Article III.C. of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc.

  • Certain Assets The Company has Previously Disclosed a true and correct listing of the following assets of the Company and its Subsidiaries as of August 31, 1995: (i) all non-performing loans, securities or other assets (i.e., all assets on which the Company or the Bank has ceased recognizing interest under generally accepted accounting principles or as to which any payments of principal or interest are past due 90 or more days as of such date), (ii) all loans, securities or other assets as to which any payments of principal or interest are past due 60 or more days, (iii) all loans, securities or other assets not included in the foregoing which have been classified special mention, substandard, doubtful or loss by management of the Company or the Bank or regulatory examiners, and (iv) each parcel of Real Estate Owned (excepting such parcels as may have been disposed of in the ordinary course of business subsequent to such date), including an identification of the amount of reserves which have been established with respect to each such parcel and its net carrying value.

  • Reduction of Offering If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such registration:

  • Terms of Offering You authorize the Manager to act as manager of the Offering of the Securities by the Underwriters (the “Underwriters’ Securities”) or by the Issuer or Seller pursuant to delayed delivery contracts (the “Contract Securities”), if any, contemplated by the Underwriting Agreement. You authorize the Manager: (i) to purchase any or all of the Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii) to agree, on your behalf and on behalf of the Co-Managers, to any addition to, change in, or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate Agreement (other than an increase in the Purchase Price or in your Original Underwriting Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add prospective or remove existing Underwriters from the syndicate, (iv) to exercise, in the Manager’s discretion, all of the authority vested in the Manager in the Underwriting Agreement, (v) except as described below in this Section 3.1, to take any other action as may seem advisable to the Manager in respect of the Offering (including, in the case of an Offering of asset-backed securities, the preparation and delivery of ABS Underwriter Derived Information), including actions and communications with the Commission, the Financial Industry Regulatory Authority (“FINRA,” formerly known as the National Association of Securities Dealers, Inc., and NASD, Inc., or “NASD”), state blue sky or securities commissions, stock exchanges, and other regulatory bodies or organizations. Furthermore, the Manager will have exclusive authority, on your behalf and on behalf of the Co-Managers, to exercise powers and pursue enforcement of the terms and conditions of the Underwriting Agreement and any Intersyndicate Agreement, whether or not actually exercised, except as otherwise specified herein or therein. If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices, or prices related to prevailing market prices, or at negotiated prices, you authorize the Manager to determine, on your behalf in the Manager’s discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to arrange for any currency transactions (including forward and hedging currency transactions) as the Manager may deem necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions (including interest rate hedging transactions) in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the Manager, subject to the provisions of Section 1.2 hereof: (i) to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price, Fees, and Commissions set forth in the applicable AAU, (ii) to determine, on your behalf, the Purchase Price, and (iii) to increase or decrease the number, amount, or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section 3.1, the Manager will notify the Underwriters, prior to the signing of the Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the number, amount, or percentage of Firm Securities set forth opposite each Underwriter’s name in the Underwriting Agreement by more than 25% (or such other percentage as will have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another Underwriter or Underwriters to perform its or their obligations thereunder. The Manager may, at its discretion, delegate to any Underwriter any and all authority vested in the applicable AAU, including, but not limited to, the powers set forth in Sections 5.1 and 5.2 hereof.

  • Notification of Certain Events Prior to the expiration of this Warrant pursuant to Section 8, in the event that the Company shall authorize:

  • Presumptions and Effects of Certain Proceedings 10.1 In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 9.1 of this Agreement, and the Company shall have the burden of proof to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of any determination contrary to that presumption.

  • Certain Exceptions The provisions of Section 8.3.1 shall not apply to, and Owner shall have no liability hereunder for, Taxes:

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