Election Not to Purchase Sample Clauses

Election Not to Purchase. If the Purchasing Members do not exercise their respective Options to purchase all of the Transferring Member’s Interest that is the subject of the Offer pursuant to Section 9.5(a) or fail to elect any Option granted in Section 9.4 within the said forty-five (45) day period, then the Transferring Member may sell its Interest that is the subject of the Offer to a third party upon the same or more stringent terms and conditions as specified in the Offer, provided that the prospective purchaser is not a Competitor of any Purchasing Member; provided, however, that the prospective purchaser, concurrently with such sale, agrees in a written undertaking, in form and substance reasonably acceptable to the Board, to be bound by the terms of this Agreement and the Charter and to be a party to this Agreement in place of the Transferring Member. The closing of the sale to a third party must take place within sixty (60) days of the expiration of the aforementioned forty-five day (45) period. If the prospective purchaser is a Competitor of any Purchasing Member, the Transferring Member shall only be entitled to sell its Interest to the Competitor if all of the Purchasing Members consent to the sale of the Transferring Member’s Interest upon the terms and conditions specified in the Offer, which consent the Purchasing Members may withhold in their sole discretion. In the event the Purchasing Members consent to the sale of the Transferring Member’s Interest as provided in this Section 9.5(b), the prospective purchaser shall be admitted as a Member of the Company simultaneously with the Transfer by the Transferring Member of its Interest, and upon a transfer by the Transferring Member of its entire Interest, the Transferring Member shall cease to be a Member of the Company. If any Purchasing Member withholds consent to the sale of the Transferring Member’s Interest to a Competitor, then the Transferring Member shall not sell its Interest to such Competitor, and the Purchasing Members shall not be liable to the Transferring Member for any liability incurred by the Transferring Member in connection with the Offer. If the Transferring Member does not sell its Interest as provided in this Section 9.5, the Transferring Member’s Interest shall not be free from the restrictions contained in this Article IX, and such Transferring Member’s Interest shall not thereafter be sold unless the provisions of this Article IX shall again be complied with.
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Election Not to Purchase. If the Founders do not elect to purchase the Offered Shares, the Offering Stockholder may Transfer them on terms no less favorable to the Offering Stockholder than were offered to the Founders pursuant to the Offer Notice and as permitted by, and after complying with, the Stockholders Agreement. If he does not sell them as provided therein, he shall comply with Section 3 of this Agreement before again offering them to anyone except a Permitted Transferee and as provided in the Stockholders Agreement.
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Election Not to Purchase. In the event the VWAP for any of the last five trading days of the Pricing Period is less than $7.00 per share of Common Stock or the trading volume reported by Bloomberg LP for the principal trading market for the Common Stock is less than 1,000,000 shares for any such trading day, then each Buyer for himself by written notice to Gunnerman and the Escrow Agent not later than the Payment Notice Date may elect to not purchase the portion of the Purchased Stock to be priced during the Pricing Period.
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Election Not to Purchase. If FEI, Buyer or their designated Affiliate elect not to purchase the Union Business subject to Transfer, then PSC, Seller and their Affiliate may Transfer such portion of the Union Business at any time within one hundred twenty (120) days after the expiration of the FEI Exercise Period; provided, however, that such Transfer must be for at least ninety-eight percent (98%) of the Transfer Consideration and under terms substantially equivalent to the other Transfer Terms specified in the Transfer Notice.
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Election Not to Purchase. If the Corporation does not elect to ------------------------ purchase all of the Shares Subject to the Offer made under Section 4.3(a), the Offeror desiring to make the Transfer pursuant to Section 4.3(a) shall be permitted at any time within, but not after, 30 days after the Offer Expiration Time, to make a Transfer of all (but not less than all) of the Shares Subject to the Offer; provided, however, that no such Transfer shall be made on more favorable terms (including lower price) than the terms specified in the Acquisition Proposal or to a Person other than the proposed transferee specified in the Acquisition Proposal. All Common Stock Transferred by a Party (whether voluntarily, involuntarily, by operation of law or otherwise), even if one or more Parties had the right to purchase such Shares pursuant to Section 4.3 and failed to do so, and Common Stock owned by a Party that became subject to an Offer, whether or not such Common Stock was acquired by the Corporation, shall nonetheless remain subject to the terms of this Agreement, including becoming, under the applicable circumstances, subject again under Section 4.3 to the right of the Corporation to purchase such shares.
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Election Not to Purchase. Subject to the terms of Section 15, in the event the Corporation elects not to accept an offer of sale by the Stockholder or not to exercise its option rights as provided in Section 2 hereof, the Corporation shall then promptly deliver to the Stockholder the certificate or certificates for the Stock of the Stockholder so offered or subject to such option.
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Election Not to Purchase. Unless the Other Shareholders and the Corporation, in aggregate, elect to purchase all of the Sale Shares, the Selling Shareholder or its transferee, as the case may be, shall not be required to sell to the Other Shareholders or the Corporation any of the Sale Shares. In such event, if the Triggering Event was a Third Party Offer, the Selling Shareholder shall be entitled (subject to Sections 4 and 5 hereof), for a period of 90 days commencing on the expiration of the Option Period, to sell all (but not less than all) of the Sale Shares, but only (i) to the Third Party Offeror, (ii) on the terms and subject to the conditions of the Third Party Offer, as specified in the copy accompanying the Transfer Notice, and (iii) provided that the transferee agrees in writing to be bound by the terms and provisions of this Agreement (and, upon such transferee agreeing in writing to be bound by the terms and provisions of this Agreement, such transferee shall be deemed to be a "Shareholder" hereunder, entitled to all of the rights and benefits thereof). If the Sale Shares are not so transferred within such 90 day period, then such Third Party Offer shall be deemed to have expired. Such Shares shall not then be transferred except in accordance with this Agreement.
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Election Not to Purchase. Unless the Purchasing Parties, in the aggregate, elect to purchase all of the Sale Interest, the Selling Party (or its transferee in the case of an Involuntary Transfer) shall not be required to sell to the Purchasing Parties any of the Sale
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Related to Election Not to Purchase

  • Election to Purchase (To Be Executed Upon Exercise of Warrant)

  • Right to Purchase Section 11.23

  • FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise Rights represented by the Rights Certificate.) TO: VERADIGM INC. The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the shares of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares (or other securities) be issued in the name of and delivered to: Please insert social security or other identifying number: ______________________ ________________________________________________________________ (Please print name and address) ________________________________________________________________ If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________________ (Please print name and address) _________________________________________________________________ Dated: ______________, _______ Signature Signature Guaranteed:

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 22, 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $301,354,734, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Agreement to Purchase Purchase Price Buyer acknowledges that it was the successful bidder for the Property at the Foreclosure Sale with a successful bid for the Property at the Foreclosure Sale in the amount of [ ] ($ ) (the “Purchase Price”), and agrees to purchase all of the interest in the Property from Seller in accordance with and in reliance upon the terms and conditions of this Agreement.

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • GRANT OF THE RIGHT TO PURCHASE COMMON STOCK (a) For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, up to the aggregate number of fully paid and non-assessable shares of Common Stock (as defined below) as determined pursuant to Section 1(b) below, at a purchase price per share equal to the Exercise Price (as defined below). The number and Exercise Price of such shares are subject to adjustment as provided in Section 8. As used herein, the following terms shall have the following meanings:

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