Co-Sale Rights and Obligations Sample Clauses

Co-Sale Rights and Obligations. (a) Except when otherwise set forth in this Contract and in particular in the following paragraph 8.06(b)(iii) and 8.07(b)(ii), for the entire Term of the Agreements - and in any case until the effective date of the Spinoff and of the Holinvest Spinoff - if the holding of Pirelli in the capital of Olimpia is reduced by transfer, contribution, assignment (including by spinoff), or transfer of a portion thereof, directly or indirectly, or a financial instrument that may be converted and/or which gives right to a holding in the capital of Olimpia (hereinafter jointly the "Signed Holding") for payment, free of charge, for cash, or for payment in kind, under any status, including in several branches as compared to that held as of the signing date of this Contract, Hopa will have the right to claim (and therefore Pirelli will be obligated to cause) the buyer (hereinafter the "Third Party Buyer") - pursuant to the applicable provisions of this paragraph 6.08: (i) whenever, notwithstanding the transfer and/or assignment of the Assigned Holding, Pirelli, together with Unicredito and Intesa, maintains absolute majority in the capital of Olimpia by acquiring: (A) a percentage of the holding of Holinvest equal to the percentage between the Assigned Holding and 50.4% according to the following formula: PpiH : PiH = PC : 50.4% Where: PpiH: is the holding percentage of Hopa in Holinvest for which Hopa may claim transfer to the Third Party Buyer; PiH: is the total holding (expressed as a percentage of the capital of Holinvest) of Hopa in Holinvest; PC: is the Assigned Holding (expressed as a percentage of the capital of Olimpia); or, as an alternative (B) a percentage of the Olivetti Instruments and/or of the Olivetti Shares and/or of the Financial Instruments held by Holinvest on the date Pirelli communicates its intent, equal to the percentages between the Assigned Participation and 50.4% according to the following formula: PSOH : SOH = PC : 50.4% Where:
Sample 1
AutoNDA by SimpleDocs
Co-Sale Rights and Obligations. (a) If the Fund approves a Sale of the Company, subject to the remainder of this Section 4.1, each other Securityholder must, if requested by the Fund, sell in that transaction, on substantially the same terms and conditions as the Fund is selling, up to a number of Shares or Share Equivalents equal to the number of Shares or Share Equivalents such other Securityholder then owns multiplied by a fraction, the numerator of which is the number of Shares and Share Equivalents being sold by the Fund and the denominator of which is the number of Shares and Share Equivalents owned by the Fund immediately prior to the sale. Notwithstanding anything to the contrary herein contained, no Securityholder, without the consent of each Co-Investor, will be permitted to sell in a transaction pursuant to this Section 4.1(a) a greater percentage of Shares and Share Equivalents than that required under this Section 4.1(a). (b) If the Fund proposes to Transfer (whether in one transaction or a series of related transactions) any Shares or Share Equivalents (a “Participation Sale”), other than Transfers (i) to a Fund Associate whose name is set forth on Schedule II from time to time (who shall be required to comply with the provisions of this Section 4.1(b) on any subsequent Transfer, other than a Transfer to the Fund), (ii) to officers, directors or employees of any member of the Company Group other than in connection with a Sale of the Company, provided that such Transfers shall not, in the aggregate, exceed 15% of the Shares and Share Equivalents on a Fully Diluted Basis (and which transferees shall be required to comply with the provisions of Section 3.2 on any subsequent Transfer, other than a Transfer to a Permitted Transferee), or (iii) pursuant to Section 4.2(c), the Fund shall deliver to each other Securityholder written notice of such proposed Transfer. Each other Securityholder may thereupon elect (by giving written notice to the Company and the Fund within five days following notice of the Participation Sale is given to such other Securityholders) to sell in the Participation Sale the same percentage of the Securityholder’s Shares and Share Equivalents (as are then exercisable) of any class or series as the percentage of Shares or Share Equivalents of such class or series that the Fund is selling in that transaction, on substantially the same terms and conditions as the Fund is selling. If the purchaser in a Participation Sale refuses to purchase all of such Shares o...
Sample 1Sample 2
Co-Sale Rights and Obligations. (a) If Century receives a bona fide offer from a third party to purchase Units and Century makes a determination to sell its Units in accordance with such offer (an "Approved Sale"), then Century shall deliver written notice of such sale to the other Members ("Sale Notice"), which notice shall identify the purchaser, the per Unit consideration to be paid by the purchaser and any other significant terms of the purchaser's offer. (b) At Century's sole option, Century may cause the other Members to participate in an Approved Sale by delivering a written notice of participation with the Sale Notice to the other Members in which case the other Members shall receive (in connection with the closing of the purchase) the same per Unit consideration as Century. Provided that the purchaser is willing to purchase all of the Units held by the Members, the Members shall fully cooperate with Century in connection with such Approved Sale and shall take all actions reasonably requested by Century (including executing and delivering a purchase agreement, on terms similar to those by which Century will be bound, with the purchaser) in connection with such Approved Sale. (c) If Century does not deliver the Notice of Participation with the Sale Notice as contemplated by Section 8.5(b), the Members may elect, within ten (10) days of receipt of the Sale Notice, to participate in the Approved Sale. Provided that the purchaser is willing to purchase all of the Units held by the Members, the Members shall fully cooperate with Century in connection with such Approved Sale and shall take all actions reasonably requested by Century (including executing and delivering a purchase agreement, on terms similar to those by which Century will be bound, with the purchaser) in connection with such Approved Sale.
Sample 1
Co-Sale Rights and Obligations. (a) If at any time the Investor proposes to transfer shares of Common Stock to any Person (an "Acquirer") other than to a Permitted Transferee or pursuant to a Public Sale (a "Disposition"), the Investor shall, at least 30 days prior to the consummation of the Disposition, give notice (a "Disposition Notice") to each of the other Stockholders (the "Other Stockholders"), describing the terms and conditions of the Disposition in reasonable detail, including the proposed price per share of Common Stock, the method of payment, the anticipated closing date and the identity of the Acquirer, and stating that each of the Other Stockholders may elect to participate in such Disposition in accordance with this Section 22. (b) The election by the Other Stockholders pursuant to subsection (a) shall be exercised by notice to the Investor given within the time period specified in the Disposition Notice, which time period shall not be less than 10 business days after such Disposition Notice is given. If an Other Stockholder gives notice of its election to sell (an "Electing Stockholder"), such Electing Stockholder shall be obligated to sell the shares of Common Stock specified in its notice upon the terms and subject to the conditions specified in subsection (a) to the Acquirer, conditional upon the closing of the Disposition and the possible reduction in the number of shares to be purchased by the Acquirer pursuant to paragraph (c) below. (c) If the Acquirer pursuant to the Disposition has a specified limited number of shares of Common Stock which it is willing to purchase in the aggregate (the "Maximum Number"), each of the Electing Stockholders (together with the Investor, the "Disposing Stockholders") shall have the right to sell to the Acquirer that number of shares of Common Stock owned by such Electing Stockholders which equals the product of (a) the Maximum Number times (b) a fraction, the numerator of which is the number of shares of Common Stock then held by such Electing Stockholder as of the date of the Disposition Notice and the denominator of which is the sum of the total number of shares of Common Stock then held by all Disposing Stockholders, including such Electing Stockholder, all as of such date, and the Investor shall have the right to sell the balance. (d) The sale or transfer of the shares of Common Stock to the Acquirer by the Investor and by the Electing Stockholders pursuant to this Section 22 shall occur simultaneously. The Investor shall use rea...
Sample 1
Co-Sale Rights and Obligations 
Sample 1

Related to Co-Sale Rights and Obligations

  • Absolute Rights and Obligations This is a guaranty of payment and not of collection. The Guarantor’s Obligations under this Company Guaranty Agreement shall be absolute and unconditional irrespective of, and the Company hereby expressly waives, to the extent permitted by law, any defense to its obligations under this Company Guaranty Agreement and all Security Instruments to which it is a party by reason of: (a) any lack of legality, validity or enforceability of the Credit Agreement, of any of the Notes, of any other Loan Document, or of any other agreement or instrument creating, providing security for, or otherwise relating to any of the Guarantor’s Obligations, any of the Guaranteed Liabilities, or any other guaranty of any of the Guaranteed Liabilities (the Loan Documents and all such other agreements and instruments being collectively referred to as the “Related Agreements”); (b) any action taken under any of the Related Agreements, any exercise of any right or power therein conferred, any failure or omission to enforce any right conferred thereby, or any waiver of any covenant or condition therein provided; (c) any acceleration of the maturity of any of the Guaranteed Liabilities of the Guarantor’s Obligations of any other Guarantor, or of any other obligations or liabilities of any Person under any of the Related Agreements; (d) any release, exchange, non-perfection, lapse in perfection, disposal, deterioration in value, or impairment of any security for any of the Guaranteed Liabilities, for any of the Guarantor’s Obligations of any Guarantor, or for any other obligations or liabilities of any Person under any of the Related Agreements; (e) any dissolution of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement, or the combination or consolidation of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement into or with another entity or any transfer or disposition of any assets of any Borrower, any Guarantor, any other Loan Party or any other party to a Related Agreement; (f) any extension (including without limitation extensions of time for payment), renewal, amendment, restructuring or restatement of, any acceptance of late or partial payments under, or any change in the amount of any borrowings or any credit facilities available under, the Credit Agreement, any of the Notes or any other Loan Document or any other Related Agreement, in whole or in part; (g) the existence, addition, modification, termination, reduction or impairment of value, or release of any other guaranty (or security therefor) of the Guaranteed Liabilities (including without limitation obligations arising under any other Guaranty or any other Loan Document now or hereafter in effect); (h) any waiver of, forbearance or indulgence under, or other consent to any change in or departure from any term or provision contained in the Credit Agreement, any other Loan Document or any other Related Agreement, including without limitation any term pertaining to the payment or performance of any of the Guaranteed Liabilities, any of the Guarantor’s Obligations of any other Guarantor, or any of the obligations or liabilities of any party to any other Related Agreement; or (i) any other circumstance whatsoever (with or without notice to or knowledge of the Company) which may or might in any manner or to any extent vary the risks of the Company, or might otherwise constitute a legal or equitable defense available to, or discharge of, a surety or a guarantor, including without limitation any right to require or claim that resort be had to any Borrower or any other Loan Party or to any collateral in respect of the Guaranteed Liabilities or Guarantor’s Obligations. It is the express purpose and intent of the parties hereto that this Company Guaranty Agreement and the Guarantor’s Obligations hereunder shall be absolute and unconditional under any and all circumstances and shall not be discharged except by payment and performance as herein provided.

  • Continuing Rights and Obligations After the satisfaction and discharge of this Indenture, this Indenture will continue for (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of the Noteholders to receive payments of principal of and interest on the Notes, (iv) the obligations of the Indenture Trustee and any Note Paying Agent under Section 3.3, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and (vi) the rights of the Secured Parties as beneficiaries of this Indenture in the property deposited with the Indenture Trustee payable to them for a period of two years after the satisfaction and discharge.

  • Additional Rights and Obligations The author(s) (and their employers as applicable), hereby authorise the Publishers to take such steps as they consider necessary at their own expense in the copyright owner’s name and on their behalf, if they believe that a third party is infringing or is likely to infringe copyright or the rights granted to the Publishers herein in the Contribution without further recourse to the copyright owner(s). The Corresponding Author acknowledges that all versions of the Contribution, and any associated reviews and responses to those reviews, may be published if the Contribution is accepted for publication. The Publishers expressly agree to place the final published post-production Contribution for display on PMC (including their international mirror sites) promptly after publication without extra charge for this deposit to the authors or their employers (provided PMC does not charge the Publishers), which will include any Publisher supplied amendments or retractions. The author(s) acknowledge and accept that BMJ may make additional changes to the Contribution as considered necessary in accordance with standard editorial processes whether before or after publication. The Corresponding Author will usually see proofs for their Contribution and every effort will be made to consult with the Corresponding Author if substantial alterations are made. BMJ may also retract or publish a correction or other notice when it considers this appropriate for legal or editorial reasons and this shall be at its absolute discretion which shall be exercised reasonably.

  • Rights and Obligations Except as expressly set forth in this Agreement, no Member, in its capacity as a Member, will have any right, power or authority to transact any business in the name of the Series, participate in the management of the Series or to act for or on behalf of or to bind the Series. A Member will have no rights other than those specifically provided herein or granted by law. Except as required by the Act, no Member, solely by reason of being a member, shall be liable for the debts, liabilities, obligations or expenses of the Series.

  • Rights and Obligations of Members Section 6.1

  • Other Rights and Obligations of the Authority (a) be deemed to have taken possession and control of the Project forthwith; (b) take possession and control of all materials, stores, implements, construction plants and equipment on or about the Site; (c) be entitled to restrain the Concessionaire and any person claiming through or under the Concessionaire from entering upon the Site or any part of the Project; (d) require the Concessionaire to comply with the Divestment Requirements set forth in Clause 34.1; and (e) succeed upon election by the Authority, without the necessity of any further action by the Concessionaire, to the interests of the Concessionaire under such of the Project Agreements as the Authority may in its discretion deem appropriate, and shall upon such election be liable to the Contractors only for compensation accruing and becoming due and payable to them under the terms of their respective Project Agreements from and after the date the Authority elects to succeed to the interests of the Concessionaire. For the avoidance of doubt, the Concessionaire acknowledges and agrees that all sums claimed by such Contractors as being due and owing for works and services performed or accruing on account of any act, omission or event prior to such date shall constitute debt between the Concessionaire and such Contractors, and the Authority shall not in any manner be liable for such sums. It is further agreed that in the event the Authority elects to cure any outstanding defaults under such Project Agreements, the amount expended by the Authority for this purpose shall be deducted from the Termination Payment.

  • Transfer of rights and obligations The Contract between You and us is binding on You and us and on our respective successors and assigns. You may not transfer, assign, charge or otherwise dispose of a Contract, or any of your rights or obligations arising under it, without our prior written consent. We may transfer, assign, charge, sub-contract or otherwise dispose of a Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract. For the avoidance of doubt, any such transfer, assignment, charge or other disposition will not affect your statutory rights as a consumer or cancel, reduce or otherwise limit any warranty or guarantee which may have been provided by us to You, whether express or implied.

  • Assignment of Rights and Obligations (a) Without Owners’ prior written consent, Managing Agent shall not sell, transfer, assign or otherwise dispose of or mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all or any part of its rights and obligations hereunder, and any transfer, encumbrance or other disposition of an interest herein made or attempted in violation of this paragraph shall be void and ineffective, and shall not be binding upon Owners. Notwithstanding the foregoing, Managing Agent may assign its rights and delegate its obligations under this Agreement to any subsidiary of Parent so long as such subsidiary is then and remains Controlled by Parent. (b) Owners, without Managing Agent’s consent, may not assign their respective rights or delegate their respective obligations hereunder. (c) Any assignment permitted hereunder shall not release the assignor hereunder.

  • Rights and Obligations of Party B 8.1 Party B is entitled to use the Leased Units in accordance with the Contract. Party B may set a notable mark on the exit of elevators of the floor of leasing pursuant to the xxxevant management regulations of the Corporate Squares. The detailed conditions shall be discussed by both Parties. 8.2 Party B shall carry out the business activities in the Leased Units in compliance with laws, regulations and rules of the People's Republic of China and is prohibited to harm Party A's reputation through its activities. 8.3 Party B shall duly make the payments with respect to the rent, property management fee, electricity usage fee and any other charges it shall be responsible for. 8.4 Starting from the Commencement Date, Party B shall purchase insurance for the properties in the Leased Units, including property insurance and third party liability insurance. Otherwise, Party B and not Party A shall be solely responsible for all liabilities and losses. 8.5 Party B shall not alter the purpose of use of the Leased Units without consent in writing from Party A. 8.6 Party B shall not re-lend, sublease, and exchange the Leased Units, in whole or part, to third parties or allow third parties to use the Leased Units by other means, without consent in writing from Party A. 8.7 Party B shall not alter the locking and security system on the gate of the Leased Units without consent in writing from Party A or approval from related departments. 8.8 Party B shall not alter or move the equipment for usage of water and electricity and shall not enlarge the capacities of central air conditioning, without consent in writing from Party A. 8.9 Party B shall take necessary actions to prevent the Leased Units from fires accident or man-made damage. Party B shall immediately notify to Party A with respect to any damage of the Leased Units. Party B shall restore the damaged parts of the Leased Units to their former condition within one month upon receipt of Party A's notice, provided that the damages resulted from negligence by Party B and its employees. If Party B fails to do so timely, Party A has the right to repair the damaged parts. All the expenses thus incurred shall be borne by Party B. 8.10 Party B is entitled to require Party A repairing the Leased Units, and the public facilities and equipment, and repair such based on the original standards by itself if Party A fails to perform the obligation of repairing timely and affects the normal use of such. All the expenses thus incurred shall be borne by Party A. The equipment newly added or improved by Party B shall be repaired by Party B.

  • Rights and Obligations of Party A 0. Xxxxx A has the right to require Party B to keep in confidence relevant financial information and trade secrets relating to production and operation of Party A unless otherwise provided by laws and regulations. 2. Party A shall provide relevant financial information and information relating to production and operation as required by Party B and shall be responsible for the authenticity, integrity and validity of such information. 3. Party A undertakes that all settlements and deposits relating to the Loan shall be conducted through its accounts opened with Party B or Party B’s relevant branch. 4. Party A shall assist in and accept Party B’s inspection and supervision of its production, operation, financial activities and utilization of the Loan. 5. Party A shall utilize the Loan for the purpose as provided for hereunder. 6. Party A shall punctually repay the principal and interest in accordance with this Contract. 7. Party A or its investors shall not transfer any funds or assets in order to evade the indebtedness owed to Party B. 8. Party A shall give Party B a prior written notice for Party B’s consent if Party A intends to provide security for any third party during the term of this Contract and such security may affect Party A’s ability to make repayment under this Contract. 9. Party A shall promptly arrange for new security(ies) satisfactory to Party B where the Guarantor in respect of this Contract ceases or suspends production; its corporate registration is canceled, or business license revoked; it is bankrupt or dissolved; it is operating at a loss; or any other negative change has occurred, and such aforementioned incidents result in loss or partial loss of the Guarantor’s ability to secure the Loan, or where the mortgaged or pledged property(ies) for securing the Loan depreciate(s) or is (are) damaged or destroyed. 10. Party A shall promptly inform Party B of any relevant changes during the term of this Contract, including without limitation its business name, legal representative (or chief officer), registered office, business purpose or registered capital. 11. Where Party A intends to carry out activity(ies) during the term of this Contract which may have an impact on the realization of Party B’s rights hereunder, Party A shall give Party B a [30] banking days prior written notice for its consent to such intended activity(ies) and shall further take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security in accordance with Party B’s instructions. The aforementioned activities shall include without limitation contracting, leasing, transformation to a stock company, forming an economic association with another enterprise, consolidation, merger, division, setting up a joint venture, application for suspension of production or for winding up or for bankruptcy. 12. Party A shall promptly inform Party B in writing, take sufficient measures to safeguard the repayment of the indebtedness under this Contract and arrange for security(ies) in accordance with Party B’s instructions if there has occurred to Party A incident(s) during the term of this Contract that may have substantially negative effects on Party B’s performance of its obligations hereunder. The aforementioned incidents shall include without limitation the following: Party A ceases or suspends production; its corporate registration is canceled, or business license revoked; its legal representative or high-ranking officers are involved in illegal activities; it is involved in litigation with a major impact; great difficulties arise in respect to its production or operation; or its financial standing deteriorates. 13. Party A shall bear all fees and expenses in connection with this Contract and the security(ies) for this Contract including without limitation fees and expenses in respect to legal services, insurance, evaluation, registration, storage, authentication and notarization.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!