Completion of Sale to Third Party Sample Clauses

Completion of Sale to Third Party. If, during the Offer Period, neither the Company nor any combination of the Company and the other Stockholders has accepted the offer contained in the Transfer Notice in writing as to all the Transfer Stock covered thereby, or within 15 days of acceptance by any combination of the Company and any Stockholder the closing has not occurred, and Section 2.4 does not apply to such Transfer, then during the next 60 days, the Offering Holder may sell the Transfer Stock to the Offeror at the price and on the other terms contained in the Transfer Notice. No sale may be made by the Offering Holder to any Offeror if such sale would constitute a Prohibited Transfer or unless and until such Offeror executes and delivers to the Company a Joinder Agreement in accordance with Section 2.13 hereof. Promptly after any sale pursuant to this Section 2.2, the Offering Holder shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as the Company may reasonably request. If the Offering Holder has not completed the sale of the Transfer Stock during the applicable period referred to above, such Offering Holder shall no longer be permitted to sell such shares pursuant to this Section 2.2 without again fully complying with the provisions of this Section 2.2 and all the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to the Transfer Stock.
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Completion of Sale to Third Party. If, during the ROFO Offer Period, neither the Company nor any combination of the Company and/or the Institutional Stockholders has accepted the offer contained in the ROFO Transfer Notice in writing as to all of the ROFO Transfer Securities covered thereby, or within 15 days of acceptance by any combination of the Company and/or any Institutional Stockholder the closing has not occurred, then during the next 60 days, the ROFO Offering Holder may sell the ROFO Transfer Securities to the ROFO Offeror at a price not less than the price set forth in the ROFO Transfer Notice and otherwise on terms and conditions no more favorable than as set forth in the ROFO Transfer Notice or, in the case of a sale pursuant to Section 2.2(b), shall have the right to enter into an agreement to sell all of the Subject Securities to any Person or Persons (other than an existing Stockholder) during such 60-day period and to close the transaction within 30 Business Days thereafter (subject to extension for up to an additional 45 days if regulatory approvals for such transaction remain outstanding) for a price not less than the price set forth in the ROFO Transfer Notice and otherwise on terms and conditions no more favorable than as set forth in the ROFO Transfer Notice. No sale may be made by the ROFO Offering Holder to any ROFO Offeror if such sale would constitute a Prohibited Transfer or unless and until such ROFO Offeror executes and delivers to the Company a Joinder Agreement in accordance with Section 2.16 hereof. Promptly after any sale pursuant to this Section 2.2(b), the ROFO Offering Holder shall furnish such evidence of the completion (including time of completion) of such sale and of the terms thereof as the Company may reasonably request. If the ROFO Offering Holder has not completed the sale of the ROFO Transfer Securities during the applicable period referred to above, such ROFO Offering Holder shall no longer be permitted to sell such shares pursuant to this Section 2.2(b) without again fully complying with the provisions of this Section 2.2(b) and all of the restrictions on sale, transfer or assignment contained in this Agreement shall again be in effect with respect to the ROFO Transfer Securities.
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Completion of Sale to Third Party. (a) The Exercising Shareholder must complete any sale to the Third Party at the time and in the manner agreed with the Third Party.
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Related to Completion of Sale to Third Party

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Access to Records after Closing (a) For a period of six years after the Closing Date, Seller and its representatives shall have reasonable access to all of the books and records of the Business transferred to Buyer hereunder to the extent that such access may reasonably be required by Seller in connection with matters relating to or affected by the operations of the Business prior to the Closing Date. Such access shall be afforded by Buyer upon receipt of reasonable advance notice and during normal business hours. Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 11.6(a). If Buyer shall desire to dispose of any of such books and records prior to the expiration of such six-year period, it shall, prior to such disposition, give Seller a reasonable opportunity, at Seller’s expense, to segregate and remove such books and records as the other party may select.

  • Disclosure to Third Parties The Company shall have the right to disclose to third parties, in whatever manner the Company may determine, the fact that this Agreement has been executed, the names of the parties to this Agreement and the terms hereof.

  • Delegation to Third Parties Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.

  • Contracts (Rights of Third Parties) Xxx 0000 No term of this Agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party to this Agreement.

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

  • Liability to Third Parties The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

  • No Rights in Third Parties Nothing herein expressed or implied is intended to, or shall be construed to confer upon, or give to any person, firm or other entity other than the parties hereto any rights or remedies under this Agreement, except as provided in Section 17.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

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