Contractual Right to Sell Sample Clauses

Contractual Right to Sell. (a) From the Effective Date until the later to occur of December 31, 2013 and six (6) months following the Effective Date (the “Sale Period”), the Investor shall have the non-transferable right to sell to Athens (the “Sale Right”), and Athens shall be obligated to purchase, subject to applicable MGCB approval, if any, all Company Securities held by the Investor on the date hereof, pursuant to and on and subject to the terms and conditions of this Section 2.1. In the event that Investor elects to exercise the Sale Right, the Investor shall deliver to Athens a written notice (a “Sale Right Exercise Notice”) in the form attached hereto as Annex 1 specifying a closing date for the purchase and sale of the Company Securities held by the Investor, which date shall be on or before the last day of the Sale Period (a “Sale Right Closing Date”). (b) The purchase price for each of the Company Securities shall be an amount equal to the Sale Price. (c) On the applicable Sale Right Closing Date, the Investor shall deliver to Athens (i) the Company Securities being sold, free and clear of any lien, claim, or encumbrance, (ii) such instruments of transfer and other documents, including evidence of ownership and authority, as Athens may reasonably request, and (iii) a reaffirmation of the release, waivers, representations and warranties contained in Section 3.1, including as to all matters arising up to and including the time of consummation of the sale, effective as of the Sale Right Closing Date. Concurrently with the deliveries by the Investor described in the preceding sentence, Athens shall pay to such holders the Sale Price. Closing costs and all other charges (except for payment of gains taxes, which shall be payable solely by the selling holder) involved in closing the sale shall be divided pro rata between the Investor, on the one hand, and Athens, on the other (except each party shall pay its own attorneys’ fees). (d) The Investor shall be prohibited from exercising the Sale Right granted pursuant to Section 2.1(a) if, prior to exercising the Sale Right, it, or any of its respective Subsidiaries or Affiliates, has asserted any Claims against Athens or the Company, any of their respective Subsidiaries or Affiliates, or any of their respective directors, principals, members, partners or officers.
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Contractual Right to Sell. Section 2.1 Contractual Right to Sell 4 ARTICLE III RELEASES Section 3.1 Release by Investor 4 Section 3.2 Release by Athens 4 Section 3.3 Appraisal as Sole Remedy Upon a Long-Form Merger 6 Section 3.4 Limitation on Releases 6 ARTICLE IV MISCELLANEOUS
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Related to Contractual Right to Sell

  • Contractual Rights The right to be indemnified or to receive advancement of Expenses under this Agreement (i) is a contract right based upon good and valuable consideration, pursuant to which Indemnitee may xxx, (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the date of this Agreement and (iii) shall continue after any rescission or restrictive modification of this Agreement as to events occurring prior thereto.

  • Other Contractual Rights Nothing contained in this Article shall affect any right to indemnification to which Persons other than Trustees and officers of the Trust or any subsidiary thereof may be entitled by contract or otherwise.

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • WAIVER OF CONTRACTUAL RIGHT The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

  • Right to Seek Assurance The Transfer Agent may refuse to transfer, exchange or redeem shares of the Fund or take any action requested by a shareholder until it is satisfied that the requested transaction or action is legally authorized or until it is satisfied there is no basis for any claims adverse to the transaction or action. It may rely on the provisions of the Uniform Act for the Simplification of Fiduciary Security Transfers or the Uniform Commercial Code. The Company shall indemnify the Transfer Agent for any act done or omitted to be done in reliance on such laws or for refusing to transfer, exchange or redeem shares or taking any requested action if it acts on a good faith belief that the transaction or action is illegal or unauthorized.

  • Contractual Rights to Benefits This Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

  • Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.

  • No Shareholder Rights Except as provided in this Warrant, Holder will not have any rights as a shareholder of the Company until the exercise of this Warrant.

  • Residual Rights Licensee may, subject to Oracle's copyrights or patent rights, use any information retained in the unaided memory of its employees and other agents after accessing the TCK.

  • Right to Opt Out If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or cardholder status.

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