Liquidity of the Xxxxx Shareholders Sample Clauses

Liquidity of the Xxxxx Shareholders. (a) Subject to Paragraph (d) of this Section 11.3, in the context of an Auction Bid Process and/or if a Drag Along Right is exercised (including if the Drag Along Right is exercised by the Xxxxx Parties), the Xxxxx Representative may opt (by notification delivered to the other Parties no later than twenty (20) Business Days prior to the contemplated date of completion of the Transfer envisaged by the Global Offer) for the Transfer by the Xxxxx Shareholders of all their Xxxxx Securities instead of the Transfer by the Xxxxx Parties of all their Securities, as if the Xxxxx Shareholders were the direct owners of the Securities held by the Xxxxx Parties. (b) The Auction Bid Initiator or the Drag Along Party shall use its best endeavors to allow such a direct exit either (i) by obtaining the purchase of the Xxxxx Securities by the Transferee who made the Global Offer or (ii), to the extent possible under applicable Laws, by merging the Xxxxx Parties into the Company prior to the completion of the Transfer resulting from the Global Offer. Should the Auction Bid Initiator or the Drag Along Party opt for the mergers, the other Direct Parties undertake, to the extent permitted by applicable Laws, to take all Applicable Actions in order to approve such mergers. (c) Should the Auction Bid Initiator or the Drag Along Party opt for the Transfer of the Xxxxx Securities to the Transferee who made the Global Offer: (i) Sections 11.1 and 11.2 shall apply mutatis mutandis to the Xxxxx Shareholders who shall be bound to Transfer all the Xxxxx Securities to the Transferee as if the Xxxxx Shareholders were the direct owners of the Securities held by the Xxxxx Parties; and (ii) the price to be paid by such Transferee for the Xxxxx Securities shall be calculated by Transparency from the valuation of the Securities held by the Xxxxx Parties as determined by the rules set forth in Section 8 on the basis of the Global Valuation included in the Global Offer. (d) The rights of the Xxxxx Shareholders under this Section 11.3 shall not apply if: (i) any of the Xxxxx Parties is a Defaulting Party; or (ii) there are significant liabilities on the balance sheet of any of the Xxxxx Parties; or (iii) the Xxxxx Shareholders refuse to make any reasonable and customary representations and warranties which may be required by the Transferee who made the Global Offer or the Company to the conduct of the business of the Xxxxx Parties (including the place of effective management of the Xxxxx Parties ...
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Liquidity of the Xxxxx Shareholders. (a) Subject to Paragraph (b) of this Section 10.13, if Xxxxxx has delivered Confirming Notifications in due time, the Xxxxx Representative may opt (by notification delivered to Xxxxxx and the Company no later than December 31, 2015) for the Transfer by the Xxxxx Shareholders of all their Xxxxx Securities to Xxxxxx instead of the Transfer by the Xxxxx Parties of all their Option Securities to Xxxxxx in the event that the Call Options would be exercised by Xxxxxx or the Xxxxxx Put Options would be exercised by the Xxxxx Parties. (b) If the Xxxxx Representative opts for such a direct exit of the Xxxxx Shareholders, either (x) Xxxxxx shall use its best endeavors to purchase from the Xxxxx Shareholders all of the Xxxxx Securities instead of the Option Securities held by the Xxxxx Parties or (y) to the extent possible under applicable Laws, the Direct Parties shall take all Applicable Actions to merge the Xxxxx Parties into the Company on or prior to the Options Completion Date, provided that:
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Liquidity of the Xxxxx Shareholders. (i) Subject to Paragraph (d) of this Section 11.3, in the context of an Auction Bid Process and/or if a Drag Along Right is exercised (including if the Drag Along Right is exercised by the Xxxxx Parties), the Xxxxx Representative may opt (by notification delivered to the other Parties no later than twenty (20) Business Days prior to the contemplated date of completion of the Transfer envisaged by the Global Offer) for the Transfer by the Xxxxx Shareholders of all their Xxxxx Securities instead of the Transfer by the Xxxxx Parties of all their Securities, as if the Xxxxx Shareholders were the direct owners of the Securities held by the Xxxxx Parties. (j) The Auction Bid Initiator or the Drag Along Party shall use its best endeavors to allow such a direct exit either (i) by obtaining the purchase of the Xxxxx Securities by the Transferee who made the Global Offer or (ii) to the extent possible under applicable Laws, by merging the Xxxxx Parties into the Company prior to the completion of the Transfer resulting from the Global Offer. Should the Auction Bid Initiator or the Drag Along Party opt for the mergers, the other Direct Parties undertake, to the extent permitted by applicable Laws, to take all Applicable Actions in order to approve such mergers. (k) Should the Auction Bid Initiator or the Drag Along Party opt for the Transfer of the Xxxxx Securities to the Transferee who made the Global Offer:
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Related to Liquidity of the Xxxxx Shareholders

  • Limitations of Liability of the Board and Shareholders of the Investment Company The execution and delivery of this Agreement have been authorized by the Board of the Investment Company and signed by an authorized officer of the Investment Company, acting as such, and neither such authorization by the Board nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any member of the Board or Shareholders of the Investment Company, but bind only the property of the Fund, or Class, as provided in the Declaration of Trust.

  • Majority of the Certificates Control Except as otherwise expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of the Certificates evidencing not less than a majority of the Percentage Interest. Except as expressly provided herein, any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective if signed by Holders of the Certificates evidencing not less than a majority of the Percentage Interest at the time of the delivery of such notice.

  • Liability of the Holders of the Certificates The Holders of the Certificates shall be jointly and severally liable directly to and shall indemnify any injured party for all losses, claims, damages, liabilities and expenses of the Trust and the Owner Trustee (including Expenses, to the extent not paid out of the Owner Trust Estate); provided, however, that the Holders of the Certificates shall not be liable for payments required to be made on the Bonds or the Certificates, or for any losses incurred by a Certificateholder in the capacity of an investor in the Certificates or a Bondholder in the capacity of an investor in the Bonds. The Holders of the Certificates shall be liable for and shall promptly pay any entity level taxes imposed on the Trust. In addition, any third party creditors of the Trust (other than in connection with the obligations described in the second preceding sentence for which the Holders of the Certificates shall not be liable) shall be deemed third party beneficiaries of this paragraph. The obligations of the Holders of the Certificates under this paragraph shall be evidenced by the Certificates.

  • Opinion of Counsel for the Selling Shareholders At the Closing Time, the Representatives shall have received the favorable opinion, dated the Closing Time, of Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, counsel for the Selling Shareholders, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, substantially to the effect set forth set forth in Exhibit B hereto.

  • Exculpation Among Purchasers The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.

  • Exculpation Among Investors Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Securities.

  • Authorization Purchase and Sale Terms of the Sponsor Warrants A. Authorization of the Sponsor Warrants. The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser. B. Purchase and Sale of the Sponsor Warrants. (i) As payment in full for the 5,050,000 Sponsor Warrants being purchased under this Agreement, Purchaser shall pay $5,050,000 (the ’Purchase Price’), which amounts shall increase to 5,500,000 Sponsor Warrants for a Purchase Price of $5,500,000 if the underwriters’ over-allotment option is exercised, and in such case all references herein to Purchase Price shall instead refer to 5,500,000, by wire transfer of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the ’Trust Account’) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement. (ii) The closing of the purchase and sale of the Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the ’Closing Date’). The closing of the purchase and sale of the Sponsor Warrants shall take place at the offices of Hxxxxx Xxxxxxx Xxxxxxx & Li LLC, 800 Xxxxx Xxx, Xxxxx 0000, Xxx Xxxx, XX 00000, or such other place as may be agreed upon by the parties hereto.

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

  • Limitation on the Authority of the Manager to Purchase and Sell Securities for the Account of Certain Underwriters Notwithstanding any provision of this AAU authorizing the Manager to purchase or sell any Securities or Other Securities (including arranging for the sale of Contract Securities) or over-allot in arranging sales of Securities for the accounts of the several Underwriters, the Manager may not, in connection with the Offering of any Securities, make any such purchases, sales, and/or over-allotments for the account of any Underwriter that, not later than its acceptance of the Invitation Wire relating to such Offering, has advised the Manager that, due to its status as, or relationship to, a bank or bank holding company such purchases, sales, and/or over-allotments are prohibited by applicable law. If any Underwriter so advises the Manager, the Manager may allocate any such purchases, sales, and over-allotments (and the related expenses) which otherwise would have been allocated to your account based on your respective Underwriting Percentage to your account based on the ratio of your Original Underwriting Obligation to the Original Underwriting Obligations of all Underwriters other than the advising Underwriter or Underwriters, or in such other manner as the Manager will determine.

  • Opinion of Counsel for the Selling Stockholders At the Closing Time, the Underwriters shall have received the opinions, dated the Closing Time, of counsels for the Selling Stockholders, in each case in form and substance reasonably satisfactory to the Underwriters.

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