CO-SALE PROVISIONS Sample Clauses

CO-SALE PROVISIONS. (a) If at any time or from time to time a Shareholder or Shareholders (for purposes of this Section 5, the "Selling Shareholders") propose to effect a Control Sale, the Selling Shareholders shall by notice in writing to the other Shareholders designate a representative (the "Representative") for purposes of this Section 5, and the Representative shall give notice of such proposal (the "Notice of Sale") to each of the other Shareholders (for purposes of this Section 5, the "Other Shareholders"), which notice shall identify the proposed transferee or transferees and the proposed purchase price, terms of payment and other material terms and conditions of the proposed sale. Upon receipt of the Notice of Sale, each Other Shareholder shall have until the tenth day after such receipt to deliver to the Representative a written notice (the "Co-Sale Acceptance") of its intention to sell in such proposed sale, in replacement of some of the Shares of the Selling Shareholders, such number of Shares specified in the Co-Sale Acceptance which shall not exceed the number of Shares proposed to be sold by the Selling Shareholders times a fraction, the numerator of which shall be the number of Shares then held by such Other Shareholder and the denominator of which shall be the aggregate number of Shares then held by the Selling Shareholders and all Other Shareholders (provided that if such sale is a Control Sale of a kind referred to in clause (ii) of the definition of such term contained in Section 1 hereof, such calculation shall be based upon the number of Shares then to be sold by the Selling Shareholders plus the number of Shares theretofore sold to the Person or group of related Persons referred to in such clause as contemplated thereby, to the extent not theretofore included in any calculation made pursuant to this sentence). The Co-Sale Acceptance shall be deemed to be an irrevocable commitment by each of the selling Other Shareholders to sell the number of Shares determined as provided above at the price and on the terms and conditions contained in the Notice of Sale and herein. The transfer of Shares to the prospective transferee or transferees by the Selling Shareholders and the selling Other Shareholders shall be consummated simultaneously and on the same terms. If the prospective transferee or transferees decline to purchase some of the Shares offered by the Selling Shareholders and the selling Other Shareholders, then the number of Shares to be sold by the Selli...
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CO-SALE PROVISIONS. (a) Any Transfer for value by EES or Xxxxxx (or an Affiliate of EES or Xxxxxx to whom Common Stock or Common Stock Equivalents are Transferred pursuant to clause (i) below) of Common Stock or Common Stock Equivalents (the "Transferred Securities") shall be subject to this Section 3.5 other than (i) a Transfer to an Affiliate of EES or Xxxxxx if, but only if, at least eighty percent (80%) of the economic and voting interest represented by such Transferred Securities continues to be held after such Transfer, directly or indirectly, by EES or Enron, (ii) any Transfer of shares of Common Stock or Common Stock Equivalents that does not in the aggregate, when added to all other Transfers exempted from this Section 3.5 pursuant to this clause (ii) in the aggregate, since the date of this Agreement, represent more than 5,000 shares of Common Stock (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock) or Common Stock Equivalents representing more than 25,800 shares of Fully-Diluted Common Stock (appropriately adjusted to give effect to any stock splits, stock dividends, combinations or reclassifications of the Common Stock) less any shares of Common Stock Transferred pursuant to this (ii), (iii) any Transfer in connection with which the Transferring Party and its Affiliates retain substantially all of the economic risks and benefits of ownership and, other than with respect to the Special Warrants, voting rights of such Transferred Securities, or (iv) any Transfer governed by the provisions of Section 3.6. (b) In connection with any proposed Transfer that is subject to this Section 3.5, the Transferring Party shall give written notice to each other Party of the Participation Offer (the "Co-Sale Notice") at least twenty (20) days prior to any proposed Transfer that is subject to this Section 3.5. The Co-Sale Notice shall specify the proposed transferee, the number of and types of Transferred Securities to be Transferred to such transferee, the amount and type of consideration to be received therefor, if applicable, a description of any consideration to be received by the Transferring Party in connection with the proposed Transfer and any transactions related thereto that has not been allocated by the proposed purchaser or Transferring Party to shares of Common Stock or Common Stock Equivalents (the "Proposed Consideration Allocation"), and the place and date on which the Transfer is expect...
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CO-SALE PROVISIONS. 3.1 THIRD-PARTY OFFER AND NOTICE. Any voluntary or involuntary transfer of the Common Shares by any Principal Shareholder will be subject to a participation right of co-sale by Pioneer Ventures or its assigns on a PRO RATA fully diluted basis. If any one or more of the Principal Shareholders obtains from a third party ("THIRD PARTY PURCHASER") an offer to purchase any amount of his or her Shares, such Principal Shareholders shall submit a written notice (the "CO-SALE NOTICE") to Pioneer Ventures disclosing the amount of Common Shares proposed to be sold, the offered purchase price, the proposed closing date, and the total number of Common Shares owned by the Principal Shareholders.
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CO-SALE PROVISIONS. EES agrees that until an Initial Public Offering, AOL will be entitled to such rights as may be afforded by EES or an Affiliate of EES to the Investors, to include any Subscribed Shares issued hereunder in any sales of Common Stock by EES or its Affiliates to other parties. If the Investors are permitted to include shares of Common Stock in connection with such a sale, then AOL shall be entitled to include up to that number of shares of Common Stock equal to (i) the then-issued Subscribed Shares held by AOL multiplied by (ii) a fraction the numerator of which is the number of shares of Common Stock the Investors are entitled to sell in connection with such sale and the denominator of which is the number of Fully Diluted Shares then held by the Investors. The terms of such sale shall be no less favorable than the terms of the sale of stock by EES, any Affiliate of EES or the Investors. AOL shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (i) AOL's ownership of the Subscribed Shares to be Transferred free and clear of all liens, claims and encumbrances, (ii) AOL's power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. The closing of such purchase by the transferee shall be on the same date that the transferee acquires shares from EES, or its Affiliate, or the Investors that are selling; PROVIDED that AOL is given 10 days advance notice of such closing.
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CO-SALE PROVISIONS. 3.1 Co-Sale Rights of Participation. Any sale of the capital stock of the Company by any Principal Shareholder will be subject to a participation right of co-sale by the Pioneer Partnership or its assigns on a PRO RATA fully diluted basis as set forth in that certain Voting and Shareholders Agreement dated November 4, 1999 ("Co-Sale").
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CO-SALE PROVISIONS. EES agrees that until an Initial Public Offering, CES will be entitled to such rights as are afforded by EES or an Affiliate of EES (including, for purposes of this Section only, Xxxxxx Energy Services, LLC) to the third party investors who invested cash in the Company pursuant to the Contribution Agreement (the "Investors") under the Stockholders Agreement dated as of January 6, 2000, among the Company and certain other parties, as such agreement is amended from time to time, to include any Securities issued hereunder in any Transfer of Common Stock or securities convertible into or exercisable for Common Stock ("Common Stock Equivalents") by EES or its Affiliates (including, for purposes of this Section only, Xxxxxx Energy Services, LLC) to other parties. If the Investors are permitted to include shares of Common Stock and Common Stock Equivalents in connection with such a Transfer, then CES shall be entitled to include up to that number of Securities equal to (i) the number of Securities held by CES multiplied by (ii) a fraction the numerator of which is the number of shares of Common Stock and Common Stock Equivalents the Investors are entitled to sell in connection with such sale and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents calculated on a fully-diluted basis then held by the Investors. The terms of such Transfer shall be no less favorable than the terms of the Transfer by EES, any Affiliate of EES or the Investors. CES shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (i) CES's ownership of the Securities to be Transferred free and clear of all liens, claims and encumbrances, (ii) CES's power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. The closing of such purchase by the transferee shall be on the same date that the transferee acquires shares from EES, or its Affiliate, or the Investors that are selling; PROVIDED that CES is given 20 days advance notice of such closing.
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CO-SALE PROVISIONS. EES agrees that until an Initial Public Offering, IBM will be entitled to such rights as are afforded by EES or an Affiliate of EES to the third party investors who invested cash in the Company pursuant to the Contribution Agreement (the "Investors") under the Stockholders Agreement to include any Securities issued hereunder in any Transfer of Common Stock or Common Stock Equivalents by EES or its Affiliates to other parties. If the Investors are permitted to include shares of Common Stock and Common Stock Equivalents in connection with such a Transfer, then IBM shall be entitled to include up to that number of Securities equal to (i) the number of Securities held by IBM multiplied by (ii) a fraction the numerator of which is the number of shares of Common Stock and Common Stock Equivalents the Investors are entitled to sell in connection with such sale and the denominator of which is the number of shares of Common Stock and Common Stock Equivalents calculated on a fully-diluted basis then held by the Investors. The terms of such Transfer shall be no less favorable than the terms of the Transfer by EES, any Affiliate of EES or the Investors. IBM shall not be required to make any representations or warranties in connection with such Transfer other than representations and warranties as to (i) IBM's ownership of the Securities to be Transferred free and clear of all liens, claims and encumbrances, (ii) IBM's power and authority to effect such Transfer and (iii) such matters pertaining to compliance with securities laws as the transferee may reasonably require. The closing of such purchase by the transferee shall be on the same date that the transferee acquires shares from EES, or its Affiliate, or the Investors that are selling; PROVIDED that IBM is given 10 days advance notice of such closing.
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CO-SALE PROVISIONS 
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Related to CO-SALE PROVISIONS

  • Leave Provisions Clause No. Title

  • Applicable Provisions Nothing in this Article is to be interpreted as a waiver of other provisions or procedures contained elsewhere in this agreement.

  • Severable Provisions The provisions of this Agreement are severable and if any one or more provisions is determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

  • Lock-Up Provisions (a) The Subject Party hereby agrees not to, during the period commencing from the Closing and ending on the earliest of (x) six (6) months after the date of the Closing and (y) the date after the Closing on which the Purchaser consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of the Purchaser’s stockholders having the right to exchange their shares of the Purchaser Common Stock for cash, securities, or other property (the “Lock-Up Period”): (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii), or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii), or (iii), a “Prohibited Transfer”). (b) The foregoing shall not apply to the transfer of any or all of the Restricted Securities (I) to any Permitted Transferee or (II) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in either of cases (I) or (II), it shall be a condition to such transfer that such transfer complies with the Securities Act of 1933, as amended, and other applicable law, and that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to the Subject Party, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (1) the members of the Subject Party’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse or domestic partner, the siblings of such person and his or her spouse or domestic partner, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses or domestic partners and siblings), (2) any trust for the direct or indirect benefit of the Subject Party or the immediate family of the Subject Party, (3) if the Subject Party is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (4) in the case of an entity, officers, directors, general partners, limited partners, members, or stockholders of such entity that receive such transfer as a distribution, or related investment funds or vehicles controlled or managed by such persons or their respective affiliates, (5) to any affiliate of the Subject Party, and (6) any transferee whereby there is no change in beneficial ownership. The Subject Party further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

  • CLOSING PROVISIONS (a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer to Subscriber by name, trade name and trademark, if applicable, and may briefly describe Subscriber’s business in JetBrains marketing materials, on JetBrains Site, and in public or legal documents. Subscriber hereby grants JetBrains a worldwide, non- exclusive, royalty-free license to use Subscriber’s name and any of Subscriber’s trade names and trademarks solely pursuant to this marketing section. (b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from the present Agreement and/or in connection with it shall be finally brought to and decided by any relevant competent common court in the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. (c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement on JetBrains Site. The modified terms will become effective upon posting of a revised version of the Agreement on JetBrains Site. By continuing to use Service after the effective date of any modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is Subscriber’s responsibility to check JetBrains Site regularly for modifications to this Agreement. (d) The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or a fiduciary or employment relationship between the parties. (e) Sections 7, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or expiration of this Agree- ment. (f) There are no third-party beneficiaries to this Agreement. (g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  • Forfeiture Provisions The performance security shall contain forfeiture provisions for failure, after proper notice, to complete work within the time specified, or to initiate or maintain any actions which may be required of the applicant or owner in accordance with this ordinance, approvals issued pursuant to this ordinance, or an operation and maintenance agreement established pursuant to this ordinance.

  • Repurchase Provisions If a Change of Control occurs, unless the Issuers have previously or concurrently delivered a redemption notice with respect to all outstanding Notes pursuant to Section 5.7 of the Indenture, each Holder will have the right to require the Issuers to repurchase from each Holder all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest (including Additional Amounts, if any), if any, to but excluding the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date as provided in, and subject to the terms of, the Indenture. Upon certain Asset Dispositions, the Issuers may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase the maximum aggregate principal amount of Notes (that is $2,000 or an integral multiple of $1,000 in excess thereof) and, at the Issuers’ option, Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest (including Additional Amounts, if any), if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in Section 3.5 and in Article V of the Indenture.

  • Survival Provisions All representations, warranties and covenants contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement. The obligations of the Pledgor under Sections 12 and 14 hereof and the obligations of the Collateral Agent under Section 17.9(b) hereof shall survive the termination of this Pledge Agreement.

  • Inapplicable Provisions If any term, condition or covenant of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement shall be construed without such provision.

  • Release Provisions The provisions of Schedule B(1) are incorporated into and form part of this Agreement.

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