Consummation. The Investor or the Existing Stockholders shall have 120 days from the date of the applicable Final Notice in which to sell to the Third Party the Securities owned by the Investor or the Existing Stockholders and the Included Shares of the Other Tag-Along Rights Holders on terms which are not materially less favorable to the sellers of Securities than those specified in the applicable Initial Offer Notice; provided, however, that in the event there is a decrease in the price to be paid by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice, which decrease is acceptable to the Investor or the Existing Stockholders, as applicable, or other material change in terms which are less favorable to the Investor or the Existing Stockholders, as the case may be, but which are acceptable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the participating Stockholders of such decrease or change in terms, and each of the participating Stockholders shall have five business days from the date of receipt of the notice of such decrease or change in terms to reduce the number of Securities it will sell to such Third Party as previously indicated in the applicable Acceptance Notice, and the number of shares that all other participating Stockholders (including Other Tag-Along Rights Holders) may transfer shall be increased in accordance with the provisions of Section 3.3; and provided, further, that in the event there is an increase in the price to be paid by the Third Party for the Securities to be sold from the price set forth in the applicable Initial Offer Notice or other material change in terms which are more favorable to the Investor or the Existing Stockholders, as the case may be, the Investor or the Existing Stockholders, as the case may be, shall notify the other Stockholders of such increase or change in terms, and each of the Stockholders who was eligible to but did not elect to participate to the full extent of its rights hereunder shall have five business days from the date of receipt of the notice of such increase or change in terms to increase the number of Securities it will sell to such Third Party, and the number of shares that all other participating Stockholders (including the Other Tag-Along Rights Holders) may transfer shall be decreased proportionately if necessary. A Third Party purchaser of Securities w...
Consummation. Subject to the terms and conditions provided herein, Seller agrees to use all reasonable efforts to take, or cause to be taken all actions and to do, or cause to be done all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by the Agreement in accordance with its terms; except that this covenant shall not require Seller to make any payment (other than filing fees) or incur any economic burden not provided for herein.
Consummation. The closing of the sale of Shares pursuant to the Tag-Along Right shall occur simultaneously with the Transfer of Shares by the Transferring Shareholder. Where any Offeree has properly elected to exercise its Tag-Along Right and the proposed Transferee fails to purchase Shares from such Offeree, the Transferring Shareholder shall not make the proposed Transfer, and if purported to be made, such Transfer shall be void.
Consummation. Upon exercise by either Fiat or the Secondary Recipients, as the case may be, of their respective rights of first offer under this Section 13.2, either Fiat or the Secondary Recipients, as the case may be, and the applicable Selling Member shall be legally obligated to consummate the purchase contemplated thereby and the Selling Member and each Accepting Recipient shall use their commercially reasonable efforts to secure any Governmental Approval required, to comply as soon as reasonably practicable with all applicable Laws and to take all such other actions and to execute such additional documents as are reasonably necessary or appropriate in connection therewith and to consummate the purchase of the Offered Securities as promptly as practicable. At such closing, the applicable Selling Member shall Transfer the Offered Securities free and clear of any Liens, and together with all rights attached thereto at the date of Transfer, including any Distributions declared but not paid in respect thereof and with all requisite transfer taxes, if any, paid, and the Accepting Recipients shall deliver payment in full or otherwise for such Offered Securities as provided in the applicable Acceptance Notice. If such closing has not occurred primarily as a result of a breach by any Accepting Recipient of any agreement pursuant to which such purchase of Offered Securities is to be consummated by the date required in the First or Second Sale Notice, the Selling Member will be free to sell the Offered Securities without complying with the right of first offer under this Section 13.2 with respect to the Person that has so breached and such Offered Securities shall no longer be subject to the right of first offer under this Section 13.2 in favor of the Person that has so breached.
Consummation. Upon the execution and delivery of this Agreement, Company will have all requisite power to enter into this Agreement and to consummate the transactions contemplated hereunder. Thereafter, this Agreement, and the other agreements referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. SIGNATURE PAGE
Consummation. First Federal has no reason to believe that it will be unable to obtain the Regulatory Approvals.
Consummation. (a) At least ten (10) days prior to the consummation of a Transfer by the Selling Party described in a Transfer Notice and not before the earlier of (x) the end of the Tag Along Period and (y) the receipt by the Selling Party of a Tag Along Notice, the Selling Party shall provide written notice (a "CONSUMMATION NOTICE") to the Tagging Party stating (i) the identity of the third party transferee, (ii) the number of shares of Common Stock that such the Tagging Party will be entitled to sell to such third party pursuant to this Article V, and (iii) the date the Transfer will be consummated. At least five (5) days prior to the date of such consummation, the Tagging Party shall deliver to the Selling Party for Transfer to the third party one or more certificates, properly endorsed for Transfer, which represent the number of shares of Common Stock such Tagging Party is entitled to sell, as provided in the Consummation Notice. The certificate(s) delivered to the Selling Party by the Tagging Party shall be Transferred to the third party identified in the Consummation Notice, as part of the consummation of the Transfer of Common Stock pursuant to the terms and conditions specified in the Transfer Notice and the Consummation Notice. Upon receipt of the proceeds of the Transfer, the Selling Party shall promptly remit to the Tagging Party that portion of such proceeds to which such Tagging Party is entitled by reason of such Shareholder's participation in such Transfer together with any stock certificates for any shares not sold in the Transfer.
(b) In connection with a Transfer pursuant to this Article V, the Tagging Party shall be required to make representations and warranties regarding the Common Stock or Convertible Notes that the Tagging Party proposes to Transfer (including, without limitation, the Tagging Party's ownership of and authority to Transfer such Common Stock or Convertible Notes, the absence of any liens or other encumbrances on such Common Stock or Convertible Notes, and the compliance of such Transfer with the federal and state securities laws and all other applicable laws and regulations). In addition, if the Tagging Party is a holder of more than ten percent (10%) of the outstanding Common Stock, on an as-converted basis, it shall also be required to provide customary representations and warranties regarding the Company.
Consummation. The parties acknowledge that it is their mutual desire and intent to consummate the Merger as soon as practicable after the date hereof. Accordingly, the parties shall use their reasonable efforts to consummate, as soon as practicable, the transactions contemplated by this Agreement in accordance with Section 3.5.
Consummation. If the CORPORATION wishes to exercise the RIGHT OF FIRST REFUSAL, the CORPORATION shall so notify the HOLDER within 30 days of receiving the TRANSFER NOTICE and the CORPORATION shall thereupon consummate the sale of the TRANSFER SHARES to the CORPORATION for the FIRST REFUSAL PRICE and on the terms set forth in the TRANSFER NOTICE within 60 days of (i) receiving the TRANSFER NOTICE or (ii) within thirty (30) days of the determination of the FIRST REFUSAL PRICE pursuant to Section 4 below, whichever is later.
Consummation. Each of the Parties shall use its commercially reasonable efforts to cause the conditions in Section 6 to be satisfied and coordinate and cooperate with the other Parties in providing such information and supplying such assistance as may be reasonably requested by such other Parties in connection with the foregoing. Without limiting the foregoing, as promptly as practicable after the date of this Agreement, the Buyer and the Seller Parties shall use commercially reasonable efforts to, as required by Law in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents, obtain all Consents, make all filings, and give all notices required in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents. Between the date of this Agreement and the Closing Date, each UNIT PURCHASE AGREEMENT 36 Party shall cooperate with the other Parties with respect to all Consents, filings and notices that the other Parties reasonably elect to obtain, make, or give, or that Laws require such other Parties to obtain, make, or give in connection with this Agreement or the other Transaction Documents.
