First Purchase Priority Sample Clauses

First Purchase Priority. The Family Permitted Transferees shall have the first priority right to purchase any or all of the Offered Shares, subject to the other provisions of this Agreement, on a pro rata basis proportionate to their ownership of Shares as a percentage (Pro Rata Portion) of all Shares held by Family Permitted Transferees desiring to exercise this right (Accepting Family Offerees). Each Accepting Family Offeree shall deliver a notice to the Transferor and to the Company (an Acceptance Notice), within a period of thirty (30) days (the Family Offeree Acceptance Period) after the Offer Date, specifying the number of Offered Shares that he, she or it agrees to purchase. If any Accepting Family Offeree agrees to purchase less than his or her Pro Rata Portion of the Offered Shares, each Accepting Family Offeree who agrees to purchase more than his or her Pro Rata Portion of the Offered Shares shall have allocated to him, her or it such additional portion of the Offered Shares not so allocated under the preceding sentence as the number of Shares of such Accepting Family Offeree bears to the aggregate number of Shares of all Accepting Family Offerees who agree to purchase more than their Pro Rata Portion of the Offered Shares. This allocation procedure shall be repeated until all of the Offered Shares, or the aggregate number of Offered Shares specified in all of the Accepting Family Offerees’ Acceptance Notices, if less, have been allocated among the Accepting Family Offerees, or it has been determined that one or more Accepting Family Offerees wish to purchase the remaining Offered Shares. The Accepting Family Offerees agree to cooperate with one another, and provide each other with such information as may be required, to implement the foregoing allocation procedure. The Secretary of the Company shall be entitled to facilitate the allocation procedures as he or she may deem appropriate.
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Related to First Purchase Priority

  • First Priority Security Interest The Administrative Agent, for the benefit of the Lenders, has a first priority perfected security interest in the collateral pledged by the Borrower pursuant to the Security Agreement.

  • Perfected First Priority Liens (a) This Agreement is effective to create, as collateral security for the Obligations of such Grantor, valid and enforceable Liens on such Grantor’s Security Collateral in favor of the Collateral Agent for the benefit of the Secured Parties, except as to enforcement, as may be limited by applicable domestic or foreign bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights’ generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

  • Security Interest/Priority This Security Agreement creates a valid security interest in favor of the Administrative Agent, for the benefit of the holders of the Secured Obligations, in the Collateral of such Grantor and, when properly perfected by filing, shall constitute a valid perfected security interest in such Collateral, to the extent such security interest can be perfected by filing under the UCC, free and clear of all Liens except for Permitted Liens.

  • Collateral; Security Interest (a) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Loan Documents as exclusive bailee and agent for the Lender pursuant to terms of the Custodial Agreement and shall deliver to the Lender Trust Receipts (as defined in the Custodial Agreement) each to the effect that it has reviewed such Mortgage Loan Documents in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Loan Documents as so reviewed.

  • Perfected Security Interests (a) As of the Closing Date (or such later date as permitted under Section 5.14) and as of the date of each Borrowing, the Security Documents, taken as a whole, are effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority security interest in all of the Collateral to the extent purported to be created thereby.

  • Perfected Security Interest On the Closing Date, after giving effect to the filing of the FAA Filed Documents and the Financing Statements, Mortgagee shall have received a duly perfected first priority security interest in all of Owner's right, title and interest in the Aircraft, subject only to Permitted Liens.

  • Security Interest This Agreement creates a valid and continuing security interest (as defined in the UCC) in the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Seller.

  • Security Interest Absolute, etc This Security Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the Termination Date. All rights of the Lender and the security interests granted to the Lender hereunder, and all obligations of the Grantors hereunder, shall, to the fullest extent permitted by applicable law, in each case, be absolute, unconditional and irrevocable irrespective of:

  • Security Interest and Collateral In order to secure the payment and performance of the Secured Obligations, the Debtor hereby grants to the Secured Party a security interest (herein called the “Security Interest”) in and to the following property (hereinafter collectively referred to as the “Collateral”): SEE EXHIBIT A ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE.

  • Security Interest Opinion Xxxxxx Xxxxxx Xxxxxxxx LLP (or such other counsel satisfactory to the Representatives in their reasonable judgment) will have furnished their written opinion, dated the Closing Date, to the Representatives, the Indenture Trustee and Ford Credit, with respect to the security interest of the Trust in the Receivables and such opinion will be in substantially the form previously discussed with the Representatives and their counsel and satisfactory in form and substance to the Representatives and to their counsel in their reasonable judgment.

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