Compelled Sale Sample Clauses

Compelled Sale. If members of the Saratoga Group propose a Change of Control Transaction, then Saratoga shall have the right (whether the Change of Control results from the sale of all, or some lesser portion, of the Saratoga Group's Shares) to require the Purchaser (or his Permitted Transferee) to sell all, or a Pro Rata Portion, of his Shares to the prospective purchaser of the Saratoga Shares (if such right is exercised, a "Compelled Sale"). If the prospective purchaser in the Change of Control Transaction proposed by the Saratoga Group is to acquire Shares of the Saratoga Group, but Saratoga does not elect to cause a Compelled Sale pursuant to the foregoing sentence, the Purchaser (or such Permitted Transferee) shall have the right to elect to sell to the prospective purchaser, as part of the Change of Control Transaction, the Pro Rata Portion of the Purchaser's (or such Permitted Transferee's) Shares (if such right is exercised, a "Co-Sale"). The consideration to be received by the Purchaser (or such Permitted Transferee) for each Share in the Compelled Sale or Co-Sale shall be the same consideration per Share to be received by the Saratoga Group, and the terms and conditions of such sale by the Purchaser (or such Permitted Transferee) shall be the same as those upon which the Saratoga Group sell their Shares, except that the Purchaser (or such other party) shall not be bound by the terms of any indemnity, hold-back or escrow given to the purchaser in connection with such sale to the extent that such indemnity is not limited in value with respect to the Purchaser (or such Permitted Transferee) to at most the aggregate consideration to be received for his Shares in such sale.
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Compelled Sale. (a) If at any time a proposal for a sale of all or substantially all of the Company’s securities to, or a merger with or into a Person for a specified price payable in cash, securities or any other consideration and on specified terms and conditions (a “Sale Proposal”), shall have been approved by West, then West (the “Approving Members”) may require all of the remaining Members (“Remaining Members”) to sell all of the Interests held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, based upon the same per Interest consideration and otherwise on the terms and conditions provided in this Section 7.7, and the consideration received by the Remaining Members shall be equal to the amount the Remaining Members would receive for their Interest being sold pursuant to this Section 7.7 assuming that such transfer constituted a sale of all of the assets of the Company at a price determined by reference to the price offered to West for its Interests and the amount the Remaining Members would receive upon the subsequent liquidation of the Company in accordance with this Agreement.
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Compelled Sale. If the Non-Requesting Party does not deliver a First Offer to the Requesting Party pursuant to Section 2.4(a) above, the Requesting Party may furnish a written notice (the “Compelled Sale Notice”) to the Company and each of the other Stockholders notifying the Company of its election to cause a Compelled Sale. Within 45 days of the receipt of the Compelled Sale Notice, the Company shall have retained a nationally recognized investment bank reasonably satisfactory to the Requesting Party. The Company shall take all actions necessary to consummate the Compelled Sale as quickly as is reasonably practicable. The Company shall consult with the Requesting Party regularly until the consummation of the Compelled Sale. The parties hereto agree that the Requesting Party shall have the right to cause the Company to consummate the Compelled Sale within nine (9) months, in accordance with the terms of this Section 2.4(b) and that all Stockholders will be obligated to consummate, consent to and raise no objection to the Compelled Sale and to take all other actions reasonably necessary or desirable to consummate such Compelled Sale, provided that, such obligations shall not apply in the event that the Compelled Sale will result in a per share price less than the Offer Price and a Compelled Sale shall result in each holder of Shares receiving the same form and amount of consideration per Share.
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Compelled Sale. (a) If at any time a proposal for a sale of all or substantially all of the Company’s securities to or a merger with or into a person who is not directly or indirectly an Affiliate of the Company or any Member for a specified price payable in cash, securities or any other consideration and on specified terms and conditions or any other change of control event (a “Sale Proposal”), shall have been consented to by a Majority in Interest of the Board of Managers and approved by a Majority in Interest of the Members (the “Approving Members”), then the Approving Members may require all of the Members (the “Remaining Members”) to sell all of the Interests held by them to the party or parties whose Sale Proposal was accepted as hereinabove provided, for the same per Interest consideration (equitably adjusted to take into account the exercise price of any options or warrants) and otherwise on the terms and conditions provided in this Section 9.7.
Sample 1
Compelled Sale. If any Investor or group of Investors shall desire to Transfer all or substantially all of the Series A Preferred Stock and Common Stock Equivalent Shares held by them, which Series A Preferred Stock and Common Stock Equivalent Shares represent at least fifty percent (50%) of each of the outstanding Series A Preferred Stock and Common Stock (the "Majority Holders"), to any third party other than a Permitted Transferee (the "Third Party Purchaser"), then all the other Stockholders and Investors (the "Minority Holders") shall be required, at the election of the Majority Holders, to Transfer to the Third Party Purchaser (a "Compelled Sale") all of the Capital Stock then held by the Minority Holders (the "Compelled Sale Shares"), on the same terms and conditions upon which the Majority Holders propose to Transfer their shares of Capital Stock. In the event of a Compelled Sale, any options or stock appreciation rights that are not at such time exercisable shall become exercisable by reason of such transaction only to the extent provided in the instrument evidencing the grant of such options or stock appreciation rights.
Sample 1
Compelled Sale. If any Stockholder or group of Stockholders shall desire to Transfer all or substantially all of the Capital Stock held by them to any third party other than a Permitted Transferee (the "Third Party Purchaser"), which Capital Stock represents at least fifty percent (50%) of the outstanding Series A Preferred Shares (the "Majority Holders"), then all the other Stockholders (the "Minority Holders") shall be required, at the election of the Majority Holders, to Transfer to the Third Party Purchaser (a "Compelled Sale") all of the shares of Capital Stock then held by the Minority Holders (the "Compelled Sale Shares"), on the same terms and conditions upon which the Majority Holders propose to Transfer their shares of Capital Stock. In the event of a Compelled Sale, options that are not at such time exercisable shall become exercisable by reason of such transaction only to the extent provided in the instrument evidencing the grant of such options.
Sample 1
Compelled Sale. In the event the Compelling Holder elects to make a Control Transfer, the Compelling Holder shall have the right, exercisable as set forth below, to require the Holding Company and each of the other Shareholders (the "Compelled Holders") to sell the number of Covered Shares (including Underlying Shares and whether vested or unvested) then held by them calculated as follows:
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Compelled Sale 
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Related to Compelled Sale

  • Approved Sale If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Valid Sale This Agreement evidences a valid sale and assignment of the Sold Property from the Depositor to the Issuer, enforceable against creditors of and purchasers from the Depositor.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Public Sale Trustee is hereby authorized and empowered, and it shall be Trustee’s special duty, upon such request of Beneficiary, to sell the Property, or any part thereof, at public auction to the highest bidder for cash, with or without having taken possession of same. Any such sale (including notice thereof) shall comply with the applicable requirements, at the time of the sale, of Section 51.002 of the Property Code or, if and to the extent such statute is not then in force, with the applicable requirements, at the time of the sale, of the successor statute or statutes, if any, governing sales of Texas real property under powers of sale conferred by deeds of trust. If there is no statute in force at the time of the sale governing sales of Texas real property under powers of sale conferred by deeds of trust, such sale shall comply with applicable law, at the time of the sale, governing sales of Texas real property under powers of sale conferred by deeds of trust.

  • Merger or Sale (i) In case the Issuer after the Original Issue Date shall do any of the following (each, a "Triggering Event"): (a) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving Person of such consolidation or merger, or (b) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (c) transfer all or substantially all of its properties or assets to any other Person, or (d) effect a capital reorganization or reclassification of its Capital Stock, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in Section 4 hereof.

  • Company Sale 5.1 If a Company Sale (as defined below) occurs before the Vesting Date, Recipient shall be entitled to receive an award payout no later than the earlier of fifteen (15) days following such event or the last day on which the Performance Shares could be issued so that Recipient may participate as a shareholder in receiving proceeds from the Company Sale. The amount of the award payout under this Section 5.1 shall be the greater of (a) the sum of the TSR Target Share Amount and the ROCE Target Share Amount, or (b) the amount determined using a TSR Payout Factor and a ROCE Payout Factor each calculated as if the Performance Period ended on the last day of the Company’s most recently completed fiscal quarter prior to the date of the Company Sale. For this purpose, the TSR for the Company and each Peer Group Company for any partial fiscal year shall be determined based on the closing market prices of its stock for the twenty trading day period ending on the last day of the most recently completed fiscal quarter prior to the date of the Company Sale, before determining the Company’s TSR Percentile Rank for that partial fiscal year, and the Average TSR Percentile Rank shall be determined by averaging however many full and partial fiscal years for which a TSR Percentile Rank shall have been determined. For this purpose, the Adjusted Net Income for any partial fiscal year shall be annualized (e.g., multiplied by 4/3 if the partial period is three quarters) and the Average Adjusted Capital shall be determined based on the average of Adjusted Capital as of the last day of only those quarters that have been completed, before determining the ROCE for that partial fiscal year, and the Average ROCE shall be determined by averaging however many full and partial fiscal years for which a ROCE shall have been determined.

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