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.
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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.
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Election to Sell. If (a) an Event of Total Loss occurs and Unit 2 will be repaired or reconstructed or construction of Unit 2 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 2 Facility Lease, to have Unit 2 repaired or reconstructed or construction of Unit 2 completed pursuant to Section 9.2(a) and the cost to repair, reconstruct or complete construction of Unit 2 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 2 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 Unit 2 and the amount by which such estimate exceeds the aggregate amount of Loss Proceeds which the Unit 2 Owners and/or the Lessee/Owner Parties have received or ERGS SC reasonably anticipates they will receive. Each other Unit 2 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 Unit 2 Ownership Interest to ERGS SC. The sale of a Unit 2 Owner’s Unit 2 Ownership Interest 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.
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Election to Sell. Subject 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...
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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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Election to Sell. Notwithstanding 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.
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Related to Election to Sell

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

  • FORM OF ELECTION TO PURCHASE (To be executed if the registered holder desires to exercise Rights represented by the Rights Certificate.) To: THE WARNACO GROUP, INC. The undersigned hereby irrevocably elects to exercise ______ Rights represented by this Rights Certificate to purchase the Units of Preferred Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other person or other property that may be issuable upon the exercise of the Rights) and requests that certificates for such Units be issued in the name of and delivered to: ---------------------------------------------------- (Please print name and address) ---------------------------------------------------- ---------------------------------------------------- Please insert social security or other identifying number: ----------------------- 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 print name and address) ---------------------------------------------------- ---------------------------------------------------- Please insert social security or other identifying number: ----------------------- Dated: , 200 ----- -- - ------------------------------------- Signature Signature Guaranteed:

  • Right to Sell Assignor may not Transfer any interest in the Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.03. Subject to Section 11.02 and 11.03, Assignor may from time to time Transfer, mortgage or pledge its interest in the 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 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.

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Company of less than all of the Securities of any series, the Company shall, at least 45 days prior to the giving of the notice of redemption in Section 1104 (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Securities of such series 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.

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company an executed stock option exercise agreement in such form as is approved by the Committee from time to time (the “Exercise Agreement”), which shall set forth, inter alia: (a) the Participant’s election to exercise the Option; (b) the number of Shares of Common Stock being purchased; (c) any restrictions imposed on the Shares; and (d) any representations, warranties and agreements regarding the Participant’s investment intent and access to information as may be required by the Company to comply with applicable securities laws. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

  • FORM OF ELECTION TO EXERCISE (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. 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: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Schedule 1 Canadian chartered bank, a member of a recognized stock exchange or a member of a recognized Medallion Guarantee Program. The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement.

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties. 2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party. 2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor’s Proposal; 2.6 Extension of contract terms to Participating Agencies: 2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See xxx.XxxxxxXxxxxxxxxxxxxx.xxx/xxx for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.

  • Election To Redeem; Notices to Trustee If the Issuer elects to redeem Notes pursuant to paragraph 6 of the Notes, at least 45 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 65 days before the Redemption Date, the Issuer shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03.

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Optional Redemption at Election of Company Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

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