Exclusivity During Contract Period Sample Clauses

Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller or their respective Affiliates, agents, brokers or representatives in its capacity as such shall (i) offer to, or negotiate with any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of the Seller’s Interest or Seller’s Newco Interest and/or (ii) request the consent to actions that would, or take any actions that would, reasonably be anticipated to jeopardize, delay or impair the ability or likelihood of the parties to consummate the Closing hereunder and/or (iii) exercise the buy/sell or other liquidity rights pursuant to the LP Agreement, the GP Agreement, the Newco LP Agreement or the Newco GP Agreement and/or (iv) otherwise (save as aforesaid) act in respect of the management of the Facilities, GP, LP, or any direct or indirect subsidiaries thereof in a manner which is (A) inconsistent with its prior practice or (B) outside of the ordinary course of business save to the extent that such action may be required to protect the interests of such person(s) from (a) imminent, irremediable material damage and/or (b) breach of any material legal or regulatory obligation. Article X.
Sample 1
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Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser, or their respective Affiliates, agents, brokers or representatives shall (i) offer to, or negotiate with any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of the Seller Interests and/or (ii) exercise the buy/sell procedure or the Marketing Right pursuant to any of the Paoli Venture Agreement, the Lafayette Venture Agreement or the MSH Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, the Operating Subsidiaries, the Facility Owners, Pool One LLC or the TRS and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, TRS, Tenant Mezz Borrowers, the Operating Subsidiaries, the Landlord Mezz Borrowers or the Landlord Subsidiaries and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, Sun IV, TRS, the Operating LLCs, the Operating Subsidiaries or the Facility Owners and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser, or their respective Affiliates, agents, brokers or representatives shall (i) offer to, or negotiate with any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of the Seller Interests and/or (ii) exercise the buy/sell procedure or the Marketing Right pursuant to the Venture Agreement.
Sample 1
Exclusivity During Contract Period. Until the earlier of the Closing and the termination of this Agreement, none of Seller, Purchaser or their respective Affiliates, agents, brokers or representatives shall (i) directly or indirectly, offer to, negotiate with, engage in discussions with, or provide information to, any other party with respect to a sale, joint venture, syndication or other disposition, transfer or conveyance of Seller’s Interest or the Shares, or any merger, sale of substantial assets or similar transaction involving the Joint Venture, the JV Subsidiaries, CLPSun III GP, the Operating Subsidiaries or the Facility Owners and/or (ii) exercise any transfer rights, sale rights, purchase option, buy-sell rights, rights of first offer, put rights or other similar rights pursuant to the Venture Agreement. For purposes of clarity, upon the consummation of the Merger, this Agreement will supersede Sunrise’s purchase options under the Venture Agreement.
Sample 1
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Related to Exclusivity During Contract Period

  • Contract Period “Contract Period” shall mean the period commencing the day immediately preceding a Change in Control and ending on the earlier of (i) the second anniversary of the Change in Control or (ii) the death of the Executive. For the purpose of this Agreement, a Change in Control shall be deemed to have occurred at the date specified in the definition of Change-in-Control.

  • Exclusivity Period During the Exclusivity Period each Party shall:

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Benchmark Unavailability Period Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Loans. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Base Rate.

  • Death During Benefit Period If the Executive dies after the benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Executive's beneficiary at the same time and in the same amounts they would have been paid to the Executive had the Executive survived.

  • Allocations During the Revolving Period During the Revolving Period, the Servicer shall, prior to the close of business on the day any Collections are deposited in the Collection Account, allocate to the Investor Certificateholders or the Holder of the Seller Interest and pay or deposit from the Collection Account the following amounts as set forth below:

  • Black-Out Period (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

  • Black-Out Periods (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible.

  • Period of Duration The term of the Company shall continue in perpetuity, unless the Company is earlier dissolved pursuant to law or the provisions of this Agreement.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2022-4 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2022-4 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2022-4 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (the product specified in this clause (B) for any such date is hereinafter referred to as a “Percentage Allocation”) shall be allocated to the Series 2022-4 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount during the Controlled Accumulation Period for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

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