Co-Sale Obligations Sample Clauses

Co-Sale Obligations. (a) If any Stockholder (or a direct or indirect transferee thereof) proposes to Transfer to any Person other than a Permitted Transferee any Transfer Shares in one or more related transactions, and the right of first refusal set forth in Section 2.3 above was not fully exercised (such that all Transfer Shares proposed to be transferred will not be Transferred to the Corporation and/or the Transfer Offerees), then the Transferring Stockholder will, via written notice, inform the other Stockholders (each, a “Co-Sale Stockholder”) and the Corporation of such fact and permit each Co-Sale Stockholder to participate in the Transfer of such Transfer Shares at the same price, and upon the same terms and conditions specified in the Notice in accordance with the provisions of this Section 2.4 herein. Such written notice is hereinafter referred to as the “Co-Sale Notice.” (b) The Co-Sale Notice: (i) shall specify the number of Transfer Shares to be Transferred by the Transferring Stockholder, the sale price, the purchasers and all other terms of the Transfer; (ii) shall be titled “Co-Sale Notice”; and (iii) shall be delivered to each Stockholder and the Corporation within seven (7) calendar days after the Corporation and all Transfer Offerees exercise or decline to exercise their right of first refusal, as set forth in Section 2.3 above.
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Co-Sale Obligations. Upon the Co-Sale Notice, each Class B Member shall be required to participate in such Transfer by Transferring Class B Membership Interests on the same terms and conditions specified in the Co-Sale Notice (the "CO-SALE OBLIGATION").
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Co-Sale Obligations. (a) If Noble or Twenty (for purposes of this Section 8, a "Selling Stockholder") propose to make any Disposition of any shares of Common Stock, the Selling Stockholder shall deliver a written notice to each of the other Stockholders (the "Co-Sale Obligees") notifying each Co-Sale Obligee of such proposed Disposition and permit the Co-Sale Obligees or any of them, as each Co-Sale Obligee may elect, to participate in such Disposition as set forth in this Section 8. Such election shall be exercised, if at all, by written notice (the "Co-Sale Notice") given by each of the electing Co-Sale Obligees to the Selling Stockholder and the other Co-Sale Obligees within 15 days after the notice from the Selling Stockholder to the Co-Sale Obligees has been effectively given to the Co-Sale Obligees. The Co-Sale Notice shall state the number of shares the Co-Sale Obligee giving such Co-Sale Notice wishes to sell to the proposed purchaser ("Offeror"). (b) Following receipt of any Co-Sale Notice, the Selling Stockholder shall use its best efforts to interest the Offeror in purchasing all of the Securities that the Co-Sale Obligees desire to sell, together with the Securities of the Selling Stockholder. If the Offeror does not wish to purchase the full amount of such shares, each electing Co-Sale Obligee shall be entitled to sell to the Offeror his pro rata share of the total Securities to be purchased. The pro rata share will be that fraction of the total Securities to be purchased, the numerator of which is the number of Securities such electing Co-Sale Obligee desires to sell and the denominator of which is the total number of Securities the Selling Stockholder and the electing Co-Sale Obligees desire to sell, all calculated on an as- converted basis. (c) Absent any material change in the terms or conditions of Disposition from the terms or conditions specified in the notice referred to in paragraph (a) of this Section 8, the Selling Stockholder shall be entitled to complete the Disposition of all the Securities of the Selling Stockholder if no Co-Sale Obligee notifies the Selling Stockholder in writing by the end of the 15day period referred to in paragraph (a) of this Section 8, or, if the Selling Stockholder does receive a Co-Sale Notice within such 15-day period, at the same time as the electing Co-Sale Obligee(s) complete(s) the sale of Securities in connection with the valid exercise of the co-sale rights pursuant to this Section 8. (d) The Selling Stockholder shall...
Sample 1
Co-Sale Obligations. If any Founder proposes to sell or transfer to any person any Shares in one or more related transactions, and the right of first refusal as to any Shares set forth in Section 2(c) above shall be declined by the Company, then the Founders will, via written notice, inform all Investors of such fact and permit the Investors to participate in the sale of such Shares at the same price, and upon the same terms upon which the Founder is proposing or is to dispose of such Shares in accordance with the provisions of Section 2(d)(ii) herein. Such written notice is hereinafter referred to as the “Co-Sale Notice.” The Co-Sale Notice shall specify the number of Shares to be sold by the Founder, the sales price, the purchasers and all other terms of sale, shall be titled “Co-Sale Notice” and shall be delivered to each Investor within seven calendar days after the Company declines to exercise its right of first refusal, as set forth in Section 2 above.
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Related to Co-Sale Obligations

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Absolute Obligation Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of the Company. This Note ranks pari passu with all other Notes now or hereafter issued under the terms set forth herein.

  • Disclosure Obligations LAUSD expects Contractors and their Representatives to satisfy the following public disclosure obligations:

  • Negative Obligations any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done;

  • Enforceable Obligations This Agreement is, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of each Restricted Person which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights.

  • Enforceable Obligation The Company represents and warrants that at the time of the original issuance of this Note it received the full purchase price payable pursuant to the Note Purchase Agreement in an amount at least equal to the original principal amount of this Note, and that this Note is an enforceable obligation of the Company which is not subject to any offset, reduction, counterclaim or disallowance of any sort.

  • Security Rule Obligations The following provisions of this section apply to the extent that Business Associate creates, receives, maintains or transmits Electronic PHI on behalf of Covered Entity. 17.1 Business Associate shall implement and use administrative, physical, and technical safeguards in compliance with 45 CFR sections 164.308, 164.310, and 164.312 with respect to the Electronic PHI that it creates, receives, maintains or transmits on behalf of Covered Entity. Business Associate shall identify in writing upon request from Covered Entity all of the safeguards that it uses to protect such Electronic PHI. 17.2 Business Associate shall ensure that any Agent and Subcontractor to whom it provides Electronic PHI agrees in a written agreement to implement and use administrative, physical, and technical safeguards that reasonably and appropriately protect the Confidentiality, Integrity and Availability of the Electronic PHI. Business Associate must enter into this written agreement before any use or disclosure of Electronic PHI by such Agent or Subcontractor. The written agreement must identify Covered Entity as a direct and intended third party beneficiary with the right to enforce any breach of the agreement concerning the use or disclosure of Electronic PHI. Business Associate shall provide a copy of the written agreement to Covered Entity upon request. Business Associate may not make any disclosure of Electronic PHI to any Agent or Subcontractor without the prior written consent of Covered Entity. 17.3 Business Associate shall report in writing to Covered Entity any Security Incident pertaining to such Electronic PHI (whether involving Business Associate or an Agent or Subcontractor). Business Associate shall provide this written report as soon as it becomes aware of any such Security Incident, and in no case later than two (2) business days after it becomes aware of the incident. Business Associate shall provide Covered Entity with the information necessary for Covered Entity to investigate any such Security Incident. 17.4 Business Associate shall comply with any reasonable policies and procedures Covered Entity implements to obtain compliance under the Security Rule.

  • Client Obligations 3.1 The Client warrants and represents that: 3.1.1 it shall co-operate with Centaur as required for the proper performance of the Services; 3.1.2 it shall provide, for Centaur, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Client's premises during normal office hours (being Monday – Friday 8am – 6pm), office accommodation, data and other facilities as is reasonably required by Centaur or any of them for the proper performance of the Services; 3.1.3 all information it has provided to Centaur in relation to the Services as at the date of the Order Form is accurate, complete and is not misleading and it shall provide, in a timely manner, such further information and Client Material as Centaur may require for the proper performance of the Services, and ensure that such information and Client Material is accurate, complete and not misleading; 3.1.4 it shall be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services; 3.1.5 it shall inform Centaur of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client's premises; 3.1.6 it shall only use the Services for internal business purposes and, without prejudice to the foregoing, shall not use the Services, the Deliverables or any Centaur Materials to develop a product or service that competes with any of the products or services provided by Centaur; 3.1.7 the Client Materials shall not infringe any third party rights, including any third party Intellectual Property Rights; and 3.1.8 it shall obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services, before the date on which the Services are to start. 3.2 If Centaur's performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, its agents, subcontractors, consultants or employees, Centaur shall not be liable for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

  • Guaranty of the Obligations Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Administrative Agent for the ratable benefit of the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

  • Existing Securities; Obligations Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

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