FS Sale Obligation Sample Clauses

FS Sale Obligation. If the FS Entities find a buyer or ------------------ transferee (other than a Permitted Transferee) for all of the shares of Holding Common Stock held by the FS Entities (whether such sale is by way of purchase, merger or other form of transaction), upon the request of the FS Entities, the Trust shall sell or transfer all or any portion of the Securities beneficially owned by the Trust to such third-party buyer on the same terms and conditions applicable to the FS Entities, provided, however, that if the buyer is a party other than a company whose common stock is publicly traded, the Trust shall not be required to accept consideration other than cash, provided, further, that if the buyer's common stock is publicly traded, the Trust shall not be obligated to accept consideration other than cash and/or capital stock of the buyer. Subject to the first sentence of this Section 4.3, all holders of each class of Securities shall receive the same form and amount of consideration for such Securities, and shares of Holding Common Stock and Common Stock shall receive the same form and amount of consideration per share. Any Security that is convertible into Holding Common Stock or Common Stock shall be purchased on an "as converted" basis. Any series of preferred stock that is not convertible into Holding Common Stock or Common Stock shall be purchased for its stated liquidation preference plus accrued and unpaid dividends. Any debt Security which is not convertible into Holding Common Stock or Common Stock shall be purchased at its outstanding principal amount plus accrued and unpaid interest, plus any prepayment or redemption premium set forth in the instruments governing such Security. The exercise price (if any) of a Security shall be deducted from the consideration to be received; provided however that if the exercise price of such Security is greater than the consideration to be received, such Security shall be canceled without any payment to its holder. The Trust agrees to such sale and to execute such agreements, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale; provided that no Shareholder, FS Entity or Permitted Transferee shall be obligated to make any representations and warranties with respect to such sale other than with respect to its own authority to transfer, no conflicts with other agreements and its title to the Securities transferred, provided, further, that if a Shareholder or FS E...
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Related to FS Sale Obligation

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • Absolute Obligation Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct debt obligation of the Company. This Debenture ranks pari passu with all other Debentures now or hereafter issued under the terms set forth herein.

  • Enforceable Obligation The Company represents and warrants that at the time of the original issuance of this Note it received the full purchase price payable pursuant to the Note Purchase Agreement in an amount at least equal to the original principal amount of this Note, and that this Note is an enforceable obligation of the Company which is not subject to any offset, reduction, counterclaim or disallowance of any sort.

  • Joint Obligation If there be more than one Tenant, the obligations hereunder imposed shall be joint and several.

  • Assignment Obligation Each Party shall cause all Persons who perform activities for such Party under this Agreement to be under an obligation to assign their rights in any Inventions resulting therefrom to such Party.

  • Corporate Obligation No recourse may be taken, directly or indirectly, against any incorporator, subscriber to the capital stock, stockholder, officer, director or employee of the Company or the Trustee or of any predecessor or successor of the Company or the Trustee with respect to the Company's obligations on the Securities or the obligations of the Company or the Trustee under this Indenture or any certificate or other writing delivered in connection herewith. ARTICLE TWO

  • Purchase Obligation An obligation of the Company to repurchase Mortgage Loans under the circumstances and in the manner provided in Section 2.07 or Section 2.08.

  • Enforceable Obligations This Agreement is, and the other Loan Documents when duly executed and delivered will be, legal, valid and binding obligations of each Restricted Person which is a party hereto or thereto, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar Laws of general application relating to the enforcement of creditors' rights.

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • Repayment Obligation In the event that (1) the Company issues a restatement of financial results to correct a material error and (2) the Committee determines, in good faith, that the Grantee’s fraud or willful misconduct was a significant contributing factor to the need to issue such restatement and (3) some or all of the Performance Shares that were granted and/or vested prior to such restatement would not have been granted and/or vested, as applicable, based upon the restated financial results, the Grantee shall immediately return to the Company the Performance Shares or any Shares or the pre-tax income derived from any disposition of the Shares previously received in settlement of the Performance Shares that would not have been granted and/or vested based upon the restated financial results (the “Repayment Obligation”). The Company shall be able to enforce the Repayment Obligation by all legal means available, including, without limitation, by withholding such amount from other sums owed by the Company to the Grantee.

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