Intention to Sell. It is the intention of the Seller that the transfers and assignments herein contemplated constitute sales of the Receivables from the Seller to the Depositor and that the beneficial interest in and title to the Receivables not be part of the debtor’s estate in the event of the appointment of a receiver or conservator for the Seller under any receivership, bankruptcy law, insolvency or banking law.
Intention to Sell. If a Stockholder wishes to Transfer all or any portion of the Shares owned by such Stockholder (such Shares, the "Offered Shares") to a bona fide third party who is not an Affiliate of such Stockholder (other than a Transfer pursuant to SECTIONS 2.2, 5 and 8), such Selling Stockholder promptly shall deliver to the Company and other Stockholders a Notice of Intention to Sell.
Intention to Sell. If any Stockholder proposes to Transfer all or any portion of the Shares owned by such Stockholder to a bona fide third party who is not an Affiliate of such Stockholder (other than in a manner contemplated by Sections 2.2, 5, or 8), then such Stockholder shall give a Co-Sale Notice to the Company setting forth the terms and conditions of such proposed transaction. The Co-Sale Notice will be provided concurrently with or as part of the Notice of Intention to Sell as required under SECTION 3. Upon receipt of the Co- Sale Notice, the Company shall promptly provide a copy of the Co-Sale Notice to each Eligible Stockholder as of the date of the Company's receipt of such Co-Sale Notice.
Intention to Sell. If SRH wishes to sell any of the Shares owned by SRH to a bona fide third party, SRH promptly shall deliver to the Company a Notice of Intention to Sell (the “Notice of Intention to Sell”) setting forth the number of Shares to be sold (the “Offered Shares”), the proposed purchase price per Offered Share, the proposed purchaser (including any information concerning such purchaser and its Affiliates as the Company may reasonably request) and the other terms of sale.
Intention to Sell. If a Quotaholder wishes to sell all or any portion of the Quotas owned by such Quotaholder to a third party (other than pursuant to an Exempt Transfer), a transferring Quotaholder (a "Selling Quotaholder"), will deliver a written notice (the "Notice of Intention to Sell") to the Company and all other Quotaholders. The Notice of Intention to Sell will disclose in reasonable detail the specified purchaser, the number of Quotas proposed to be transferred (as applicable, the "Offered Quotas"), the proposed selling price per Quota (the "Offer Price"), the proposed purchaser(s), the proposed sale, and the other principal terms and conditions of sale. Such Notice of Intention to Sell will constitute an irrevocable offer to sell to the Company and the other Quotaholders the Offered Quotas for the Offer Price and on the other terms and conditions set forth in the Notice of Intention to Sell, subject to the provisions of this Article II. Leitx xxxll have the right of preference to purchase the Quotas of Ferretti or his spouse or legal heirs, as well as Ferretti shall have the right of preference to purchase the Quotas of Leitx xx his spouse or legal heirs. The intent to purchase shall be effected in writing by the preferential purchaser within 1 (one) week from the date of said notification of the intention to sell. After the preferential quotaholder expenses his contention, in case there is no interest in said purchase, the Quotas shall be available for the Company and the other quotaholders for the eventual purchase.
Intention to Sell. If a Management Stockholder or an Other Stockholder wishes to sell all or any portion of the Shares owned by such Stockholder to a bona fide third party for cash (other than a Transfer pursuant to Section 2.1(e), 4 or 5), such Management Stockholder or Other Stockholder promptly shall deliver to the Company a Notice of Intention to Sell setting forth the number of Shares to be sold (the "Offered Shares"), the proposed purchase price per Offered Share, the proposed purchaser (including any information concerning such purchaser and its Affiliates as the Company may reasonably request) and the other terms of sale.
Intention to Sell. If any Primary Institutional Investor (a “Transferring Holder”) proposes to directly or indirectly sell Company shares representing more than a majority of the voting power held by it to a bona fide third party who is not an Affiliate of such Transferring Holder (other than when the rights provided in Section 3.1 are exercised), then such Transferring Holder shall give a notice (a “Tag-Along Notice”) to the Company and the Stateless Holders setting forth the terms and conditions of the proposed transfer, including the purchase price and number and type of shares to be sold. A “Primary Institutional Investor” means an Investor, together with its Affiliates, holding in excess of 25,000,000 shares of Series B-1 Preferred Stock and/or Series B-2 Preferred Stock on the date of this Agreement.
Intention to Sell. If any Other Stockholder wishes to sell all or any portion of the Shares owned by such Other Stockholder to a bona fide third party for cash (other than a Transfer pursuant to Section 4 or permitted pursuant to Section 2.1(b)), such Other Stockholder (a "
Intention to Sell. If Lessor intends to sell, assign or transfer fee simple title to the Premises and/or its interest in this Lease, Lessor shall give Lessee written notice stating Lessor's intention to so sell, assign or transfer and the price Lessor desires to receive in consideration thereof, Lessee shall have sixty (60) days following such notice in which to accept or reject such price and to enter into a definitive agreement with Lessor with respect thereto which is mutually acceptable to Lessor and Lessee and customary for transactions of this type. If Lessee fails to accept such price or fails to enter into such definitive purchase agreement within said sixty (60) days or rejects such price at any time, Lessor shall be entitled, at any time after such failure or rejection, to sell, assign or transfer its fee simple title to the Premises and/or its interest in this Lease to any third party, provided that such sale, assignment or transfer shall (a) be for a purchase price equal to or higher than that stated in Lessor's notice to Lessee, and (b) provide terms and conditions which are not materially more favorable to the purchaser than those terms and conditions offered to Lessee by Lessor. If Lessor desires to sell, assign or transfer its fee simple title to the Premises and/or its interest in this Lease for a price less than that stated in Lessor's notice to Lessee and/or pursuant to other terms and conditions which are materially more favorable than those offered to Lessee, Lessor shall give Lessee written notice of such price and terms and conditions upon which Lessor desires to consummate the sale, assignment or transfer, and Lessee shall have forty-five (45) days after such notice to accept such new price, terms and conditions. If Lessee fails to accept such new price, terms and conditions within the forty-five (45) days or rejects such new price, terms and conditions, Lessor shall be entitled, at any time after such failure or rejection, to consummate the sale, assignment or transfer to any third party.
Intention to Sell. To the Knowledge of CheckFree, no existing shareholder of CheckFree owning a beneficial interest in five percent (5%) or more of the Capital Stock of CheckFree has a plan or intention to sell or otherwise transfer such shareholder's HoldCo Common Stock after the Effective Time.
