CO-SALE PROCEDURE Sample Clauses

CO-SALE PROCEDURE. If any of the Shareholders desire to sell, assign or otherwise transfer any Stock owned by such Shareholder (except for a sale, assignment or transfer to a family member of such Shareholder, provided (i) that the shares of Stock so transferred shall thereafter remain subject to this SECTION 10 as though the transferee were a Shareholder and (ii) the transferee agrees in writing to be bound by this SECTION 10), then such Shareholder (collectively with any other selling Shareholder, the "SELLING SHAREHOLDER") shall first give written notice (the "CO-SALE NOTICE") to the Purchaser specifying the following: (i) the name and address of the proposed purchaser (the "OFFEROR"); (ii) the number of shares of Stock offered for sale to the Offeror by the Selling Shareholder (the "OFFERED SHARES"); the price or amount per share of Stock to be paid (and other consideration, if any) or delivered to the Selling Shareholder for the Offered Shares; and (iv) all other material terms and conditions of the proposed sale. Within five business days after receipt of the Co-Sale Notice, the Purchaser may elect by written notice to the Selling Shareholder to sell to the Offeror a number of shares of Stock not to exceed the product of (i) a fraction where the numerator is the Offered Shares and the denominator is the total number of shares of Stock (including the Offered Shares) then held by the Shareholders, multiplied by (ii) the number of shares of Stock then owned by the Purchaser; PROVIDED, HOWEVER, that the Purchaser shall have the right, which right may be exercised by the Purchaser one time only, to sell to the Offeror a number of shares of Stock equal to double the number of shares allowed to be sold (before application of this proviso) by the Purchaser pursuant to this SECTION 10.1.
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Related to CO-SALE PROCEDURE

  • Sale Procedure 31 22.2 Application of Proceeds of Sale..............................34 22.3

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

  • Offer and Sale Procedures Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Offer, Sale and Resale Procedures Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Sale Process If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

  • Purchase Procedure The Subscriber acknowledges that, in order to subscribe for Shares, he must, and he does hereby, deliver to the Company:

  • Repurchase Procedures The Company may elect to exercise the right to purchase all or any portion of the Executive Units pursuant to the Repurchase Option by delivering written notice (the "Repurchase Notice") to the holder or holders of Executive Units within 180 days after Executive's Termination Date. The Repurchase Notice will set forth the number of Executive Units to be acquired from such holder(s), the aggregate consideration to be paid for such Units and the time and place for the closing of the transaction. The Company may elect to purchase all or any portion of the Unvested Units without or before purchasing any Vested Units. If any of the Executive Units are held by Permitted Transferees of Executive, the Company shall purchase the units elected to be purchased from such holder(s) of Executive Units pro rata according to the number of Executive Units held by such holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest unit). If both Unvested Units and Vested Units are to be purchased by the Company and Executive Units are held by Permitted Transferees of Executive, the number of Unvested Units and Vested Units to be purchased will be allocated among such holders pro rata according to the total number of Executive Units to be purchased from such person.

  • Notice Procedure Subject to Sections 7(f)(iv) and 7(f)(vi) hereof, whenever, under the provisions of any statute, the Certificate of Formation or this Agreement, notice is required to be given to any Manager, such notice shall be deemed given effectively if given in person or by telephone, by mail addressed to such Manager at such Manager’s address as it appears on the records of the Company, with postage thereon prepaid, or by telegram, telex, telecopy or any other lawful means (including electronic transmission) addressed as aforesaid.

  • Purpose of Consultation Procedure The purpose of the consultation procedure is to endeavor to resolve any failure to meet the provisions of the Service Level Agreement. If a consultation occurs under this Section V, all parties must negotiate in good faith to endeavor to:

  • Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

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