Election to Sell Sample Clauses

Election to Sell. If Telematica makes an election to sell the Shareholder Interest, then, the Company shall be obligated to purchase, and Telematica shall be obligated to sell, the Shareholder Interest simultaneously with the closing of the Qualified Disposition that was contemplated when the notice of the Subsidiary Value was given (the "Exit Closing"), for a consideration ("Company Purchase Consideration") equal to a fraction of each item of consideration received by the Company at the Exit Closing, which fraction: (i) has as its numerator the product of the number of shares of common stock to which the Owner's equity interest in the Subsidiary is equivalent multiplied by the Subsidiary Value; and (ii) as its denominator the product of the total number of shares of common stock of the Subsidiary to which the Subsidiary's equity then issued and outstanding is equivalent multiplied by the value of the consideration received at the Exit Closing, and the Owner shall be obligated to sell to the Company the Shareholder Interest for such consideration.
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Election to Sell. Upon the timely delivery by Insight of an Initial Election Notice pursuant to this Section 9.4 specifying its election to sell its Membership Interest to TCI, Insight shall be obligated to sell and TCI shall be obligated to purchase, in accordance with this Article 9, all of Insight's Membership Interest, for an amount in cash equal to the Equity Value of such Membership Interest.
Election to Sell. Upon the election by Vendor to proceed by Trustee's Sale, Vendor may elect to declare all sums immediately due and payable by delivering to the Trustee a written declaration of default and demand for sale; Vendor's copy of this agreement; and all documents evidencing expenditures by Vendor, secured by this agreement.
Election to Sell. If (a) an Event of Total Loss occurs and the Unit 1 Facility will be repaired or reconstructed or construction of the Unit 1 Facility will be completed pursuant to Section 9.2(a) or (b) an Event of Loss occurs and ERGS SC elects, but is not obligated in accordance with the terms of the ERGS SC Unit 1 Facility Lease, to have the Unit 1 Facility repaired or reconstructed or construction of the Unit 1 Facility completed pursuant to Section 9.2(a) and the cost to repair, reconstruct or complete construction of the Unit 1 Facility to be borne by the Xxxx 0 Owners and/or the Lessee/Owner Parties exceeds by more than $200,000,000 the aggregate amount of Loss Proceeds which the Unit 1 Owners and/or the Lessee/Owner Parties have received or ERGS SC reasonably anticipates they will receive, then ERGS SC shall include in its notice pursuant to Section 9.2(a) a good faith estimate of the total cost to repair, reconstruct or complete construction of the Unit 1 Facility and the amount by which such estimate exceeds the aggregate amount of Loss Proceeds which the Unit 1 Owners and/or the Lessee/Owner Parties have received or ERGS SC reasonably anticipates they will receive. Each other Unit 1 Owner shall have the right, exercisable by written notice delivered to ERGS SC within 90 days of the date of ERGS SC’s notice, to sell its Xxxx 0 Xxxxxxxxx Xxxxxxxx xxx Xxxx 0 Component Ownership Interests to ERGS SC. The sale of a Unit 1 Owner’s Unit 1 Ownership Interest and Unit 1 Component Ownership Interests pursuant to this Section 9.5 shall take place in accordance with Section 9.6 on a date no earlier than 30 days and no later than 60 days after notice of such election at a time and place mutually acceptable to ERGS SC and the selling Xxxx 0 Owner.
Election to SellNotwithstanding anything to the contrary in this Agreement, the June 27 Agreement or the June 30 Agreement, Questar, beginning 24 months after the in-service date of Phase II of the Project, will have a 12-month period (Purchase Period) in which it may, on its own election, sell to KN its Partnership interest in the Project at an amount equal to Questar's Partnership interest percentage, at that time, of TransColorado's book equity, including net working capital (Questar's Equity). KN may negotiate with any other Partner to allow it to acquire a portion of Questar's Partnership interest. If no other Partner negotiates successfully with KN to purchase a portion of Questar's Partnership interest, then KN will be obligated to purchase all of Questar's Partnership interest. Further, if Questar elects to sell its interest in the TransColorado Partnership to KN and any additional Partners during the Purchase Period, KN and any other Partner who negotiates successfully to purchase Questar's interest in the Project will either assume or refinance all TransColorado Partnership debt within the 90-day time frame established to purchase Questar's Equity as is set forth in subsection 10.4 of this Agreement and will be solely liable and obligated for any TransColorado Partnership debt assumed or refinanced.
Election to SellSubject to the second sentence of Section 7.1.1, if any Member or Members elect to sell 50% or more of the total Interests (or Rentech Parent or Graanul elects to sell all of the Equity Interests of one or more Intermediate Subsidiaries that collectively indirectly hold 50% or more of the total Interests), then the Member(s) that are selling the Interests (or, in the case of a sale of Equity Interests of the Intermediate Subsidiaries, Rentech Parent or Graanul, as applicable) (the “Selling Member(s)”) shall notify each other Member holding less than 20% of the total Interests (each, a “Take-Along Member”) in writing at least 30 days prior to the consummation of such transaction. If the Selling Member(s) delivers such notice: (a) each Take-Along Member shall be deemed to approve the proposed transaction; (b) to the extent any vote or consent to such transaction is required, each Take-Along Member shall vote for and consent to such transaction (including on behalf of all of its Interests and on behalf of all Interests with respect to which such Take-Along Member has the power to direct the voting) and shall waive any dissenter’s rights, appraisal rights or similar rights which such Take-Along Member may have in connection therewith; (c) no Take-Along Member shall raise any objections to the proposed transaction, (d) each Take-Along Member shall agree to sell up to all of its Interests (as determined by the Selling Member(s)) on the same terms and conditions as the Selling Member(s) (provided that proceeds will be shared among the Members as described in Section 7.7.2); (e) each Take-Along Member shall execute all documents reasonably required to effectuate such transaction, as determined by the selling Member(s); (f) each Take-Along Member shall be obligated to provide the same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis), provided that no indemnification obligation of any Take-Along Member shall exceed the consideration received by such Take-Along Member for the sale of its Interests) and other obligations that the Selling Member(s) agrees to provide in connection with such transaction (other than any such obligations that relate specifically to a particular holder of Interests, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of such Person’s Interests); and (g) each Take-Along Member shall ta...
Election to Sell. Upon the election by COUNTY to proceed with the sale, COUNTY may elect to declare all sums immediately due and payable.
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Related to Election to Sell

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Resume Self-Certification Form When submitting a response to an RFQ the Contractor shall submit with its response a completed and signed Resume Self-Certification Form (Contract Exhibit F) to the Customer for each proposed Staff member identified in the RFQ response.

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