CO-SALE PROCEDURES Sample Clauses

CO-SALE PROCEDURES. With respect to any election pursuant to paragraph (c) above:
Sample 1Sample 2
AutoNDA by SimpleDocs
CO-SALE PROCEDURES. Each party to this Agreement to which the right of co-sale provided in Section 3 of this Agreement applies shall give prompt written notice to each other party to this Agreement in the event it/he/she has a present intention to sell, transfer or otherwise dispose of any Shares in a transaction subject to the right of co-sale, and each other party receiving such notice shall notify the party giving the notice within fifteen (15) calender days following receipt of such notice as to whether it wishes to participate in such transaction and bear a pro rata portion of the expenses incident thereto, with all negotiations leading to the consummation of such transaction to be conducted thereafter by the party contemplating such sale. Failure to respond to such notice within such 15 day period shall be deemed a declination of any right to participate in such transaction, provided that (i) such transaction is fully closed and consummated within 180 days of the expiration of such 15 day notice period; (ii) the terms of the actual transaction include no fewer or greater number of Shares than those set forth in such notice; and (iii) no purchasers or ultimate legal or beneficial holders of the Shares are involved in the transaction other than those disclosed in such notice. Failure to meet any of the foregoing conditions shall require that a new notification and right of co-sale with regard to such transaction under this section.
Sample 1Sample 2
CO-SALE PROCEDURES. Should any Finland Holder receive a bona fide offer from any Person to purchase any of the Co-Sale Securities owned by Finland Holders, or should any Finland Holder make an offer to any Person to sell Co-Sale Securities, whether in a private transaction or pursuant to an underwritten transaction (other than a registered underwritten transaction in the United States to which SECTION 2 shall instead apply) (for the avoidance of doubt, it being expressly understood that any sales permitted hereunder pursuant to SECTION 9.5 by Finland Holders pursuant to Rule 144(e) in the United States or on the Helsinki Stock Exchange shall not be subject to the provisions and limitations of this SECTION 9), then the applicable Finland Holder shall send to U.S. Holders written notice thereof (the "Co-Sale Notice") setting forth the number of Finland Holder's Co-Sale Securities to be sold, the purchase price, the proposed closing date and any other material terms. Within ten (10) days after delivery of the Co-Sale Notice, U.S. Holders, as a group, may elect to sell up to their pro rata share of the total number of securities to be purchased by the transferee described in the Co-Sale Notice by giving written notice thereof to the Company and tendering to the Company all documentation necessary to effect the sale of the Co-Sale Securities to be sold, with written instructions to transfer the Co-Sale Securities to the transferee described in the Co-Sale Notice upon receipt of payment for such Co-Sale Securities at the price or prices set forth in the Co-Sale Notice from such transferee for the benefit of such U.S. Holder; PROVIDED, HOWEVER, that in no event shall any individual U.S. Holder be permitted to sell any shares pursuant to this SECTION 9.2 which are in excess of the maximum number of Registrable Shares then owned by such U.S. Holder, and FURTHER PROVIDED THAT, if any U.S. Holder elects to not sell securities in the transaction giving rise to Co-Sale Rights, such U.S. Holder's pro rata share shall be reallocated pro rata among the participating U.S. Holders; PROVIDED, HOWEVER, that in the no event shall any individual U.S. Holder be permitted to sell any shares pursuant to this SECTION 9.2 which are in excess of the maximum number of Registrable Shares then owned by such U.S. Holder. Any election under this SECTION 9.2 shall be irrevocable. Failure to respond within such ten (10) day period shall be deemed notice of U.S. Holder's rejection of the offer and decision not ...
Sample 1
CO-SALE PROCEDURES. Should any Finland Holder receive a bona fide offer from any Person to purchase any of the Co-Sale Securities owned by Finland Holders, or should any Finland Holder make an offer to any Person to sell Co-Sale Securities, whether in a private transaction or pursuant to an underwritten transaction (other than a registered underwritten transaction in the United States to which SECTION 2 shall instead apply) (for the avoidance of doubt, it being expressly understood that any sales permitted hereunder pursuant to SECTION 9.5 by Finland Holders pursuant to Rule 144(e) in the United States or on the Helsinki Stock Exchange shall not be subject to the provisions and limitations of this SECTION 9), then the applicable Finland Holder shall send to U.S. Holders written notice
Sample 1

Related to CO-SALE PROCEDURES

  • 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:

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

  • 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:

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Issuance Procedures By delivering to the Administrative Agent an Issuance Request on or before 12:00 noon, New York City time, on a Business Day, the Borrower may, from time to time irrevocably request, on not less than three nor more than ten Business Days' notice (or such shorter or longer notice as may be acceptable to the Issuer), in the case of an initial issuance of a Letter of Credit, and not less than three nor more than ten Business Days' notice (unless a shorter or longer notice period is acceptable to the Issuer) prior to the then existing Stated Expiry Date of a Letter of Credit, in the case of a request for the extension of the Stated Expiry Date of a Letter of Credit, that the Issuer issue, or extend the Stated Expiry Date of, as the case may be, an irrevocable Letter of Credit on behalf of the Borrower (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower) in such form as may be requested by the Borrower and approved by the Issuer, for the purposes described in Section 7.1.9; provided, however, that no extension of the Stated Expiry Date of an outstanding Letter of Credit may provide for a Stated Expiry Date subsequent to the earlier of (i) the Revolving Loan Commitment Termination Date and (ii) one year from the date of such extension. Notwithstanding anything to the contrary contained herein or in any separate application for any Letter of Credit, the Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement paid under a Letter of Credit, and it shall be deemed to be the obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the Borrower or a Subsidiary of the Borrower). Upon receipt of an Issuance Request, the Administrative Agent shall promptly notify the Issuer and each Lender thereof. Each Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry Date") no later than the earlier to occur of (i) the Revolving Loan Commitment Termination Date or (ii) one year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of each Letter of Credit which it issues hereunder.

  • Notice Procedures In connection with each Auction, the Borrower will provide notification to the Auction Manager (for distribution to the Term Lenders of the applicable Class of Term Loans (each, an “Auction Notice”). Each Auction Notice shall contain (i) the maximum principal amount (calculated on the face amount thereof) of Term Loans of each applicable Class that the Borrower offers to purchase in such Auction (the “Auction Amount”) which shall be no less than $25,000,000 (unless another amount is agreed to by the Administrative Agent); (ii) the range of discounts to par (the “Discount Range”) expressed as a range of prices per $1,000 (in increments of $5), at which the Borrower would be willing to purchase Term Loans of each applicable Class in such Auction; and (iii) the date on which such Auction will conclude, on which date Return Bids (as defined below) will be due by 1:00 p.m. (New York time) (as such date and time may be extended by the Auction Manager, such time the “Expiration Time”). Such Expiration Time may be extended for a period not exceeding three (3) Business Days upon notice by the Borrower to the Auction Manager received not less than 24 hours before the original Expiration Time; provided that only one extension per offer shall be permitted. An Auction shall be regarded as a “failed auction” in the event that either (x) the Borrower withdraws such Auction in accordance with the terms hereof or (y) the Expiration Time occurs with no Qualifying Bids (as defined below) having been received. In the event of a failed auction, the Borrower shall not be permitted to deliver a new Auction Notice prior to the date occurring three (3) Business Days after such withdrawal or Expiration Time, as the case may be. Notwithstanding anything to the contrary contained herein, the Borrower shall not initiate any Auction by delivering an Auction Notice to the Auction Manager until after the conclusion (whether successful or failed) of the previous Auction (if any), whether such conclusion occurs by withdrawal of such previous Auction or the occurrence of the Expiration Time of such previous Auction.

  • Compliance Procedures The Adviser will, in accordance with Rule 206(4)-7 of the Advisers Act, adopt and implement written policies and procedures reasonably designed to prevent violations of the Advisers Act and will provide the Trust with copies of such written policies and procedures upon request.

  • 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.

  • Advance Procedures A request for advance made by telephone must be promptly confirmed in writing by such method as the Bank may require. The Borrower authorizes the Bank to accept telephonic requests for advances, and the Bank shall be entitled to rely upon the authority of any person providing such instructions. The Borrower hereby indemnifies and holds the Bank harmless from and against any and all damages, losses, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) which may arise or be created by the acceptance of such telephone requests or making such advances. The Bank will enter on its books and records, which entry when made will be presumed correct, the date and amount of each advance, the interest rate and interest period applicable thereto, as well as the date and amount of each payment.

Time is Money Join Law Insider Premium to draft better contracts faster.