Mandatory Sale. Subject to Section 11.5, the Company may require each holder of Debentures to sell (a "Mandatory Sale") all or subject to paragraph (b) below, a part of the Conversion Shares and Interest Shares such holder would be entitled to receive if such holder converted, as of the Mandatory Sale Date, all of the Debentures owned by such holder on the date such holder receives the notice specified in paragraph (a) below (the "Underlying Shares") provided all of the following terms and conditions are met:
(a) The Company shall give a notice of the Mandatory Sale in the manner provided in Section 23 not less than fifteen (15) nor, subject to Section 11.5(a), more than sixty (60) days prior to the date specified in such notice (the "Mandatory Sale Date"). Such notice shall disclose the proposed source of funds for the Mandatory Sale (e.g. private placement, public offering).
(b) The Company may only exercise its right to require a Mandatory Sale on one occasion. If less than all of the Underlying Shares are to be subject to the Mandatory Sale, the aggregate sale price (the "Mandatory Sale Price") with respect to such Underlying Shares must be at least $10,000,000. In the event that the Mandatory Sale shall apply to less than all of the Underlying Shares, the Underlying Shares subject to the Mandatory Sale shall be allocated pro rata among the holders of the Debentures based upon the respective principal amounts of the Debentures of such holders outstanding on the date of the Mandatory Sale.
(c) The Mandatory Sale may be accomplished by an underwritten public offering of the Underlying Shares or by a private placement of the Underlying Shares, in either case arranged by a nationally recognized investment banking firm reasonably acceptable to the holders of a majority of the Underlying Shares subject to the Mandatory Sale.
(d) The Company will indemnify and hold each holder of Debentures harmless with respect to any liability arising out of any misstatement or omission in the registration statement or private placement memorandum and other documents prepared by or on behalf of the Company in connection with the Mandatory Sale transaction (other than information provided by such holder expressly for inclusion therein) and will pay all of the expenses of the Mandatory Sale, including any registration fees, any underwriting discount or placement agent fees, and the reasonable fees of one legal counsel selected by the holders of a majority of the Underlying Shares subject to ...
Mandatory Sale. If shareholders of the Corporation holding an aggregate of sixty percent (60%) or more of the Shares (the “Selling Shareholders”) agree to sell their interests in the Corporation in any single transaction or related series of transactions other than to an Affiliate, and the proposed purchaser desires to acquire all the Shares in the Corporation, then the Shareholder shall sell its Shares to said proposed purchaser on the same relative terms and conditions contained in the offer delivered to the Selling Shareholders.
Mandatory Sale. Unless the Parties agree otherwise in writing, if:
(a) not capable of remedy: a Defaulting Party commits or allows the occurrence of an Event of Default that is not capable of remedy; or
(b) not remedied: a notice is given pursuant to clause 17.3(b) and the Event of Default is not remedied by the Defaulting Party within the required timeframe, the Board may notify the Defaulting Party that it shall be deemed to have given an irrevocable Transfer Notice in respect of all of its Shares and be required to sell such Shares pursuant to clause 17.6.
Mandatory Sale. 19.1 Should the Trustees receive a written offer to purchase all or any of the Trust Shares held by the Trust (the Offer), before the expiry of the Lock-in Period, the Trustees shall not be entitled to sell those shares unless:
19.1.1 there is an order in terms of section 155 of the Companies Act requiring them to do so; or
19.1.2 there is an invocation of section 124 of the Companies Act and in such event only so many shares as are proportionate to offers accepted by the Beneficiaries in terms of section 124 of the Companies Act.
19.2 Should a sale referred to in clause 19.1 take place, the Trustees shall distribute the proceeds (net of any taxes or costs) in accordance with clause 17.
Mandatory Sale. Upon the occurrence of any of the events set out in Section 8.2(a) through (l) with respect to a Partner, as an alternative to giving notice dissolving the Joint Venture, the Partner entitled to dissolve the Joint Venture (in this Article 8 referred to as the "purchasing Partner") may give notice to the other Partner (in this Article 8 referred to as the "selling Partner") requiring the selling Partner to sell its Interest in the Joint Venture to the purchasing Partner for the Purchase Price (as defined in Section 8.9) and on the terms and conditions hereinafter provided.
Mandatory Sale. 24 11.5. Restriction on Conversion Rights; Withdrawal of Notice... 25
Mandatory Sale. In the event that Purchaser does not raise at least $3,000,000 within 12 months from the Closing, Purchaser will be engage an investment bank and initiate a process for the sale of the Company or its assets, with the net proceeds of such transaction being paid to the Seller within 45 days of receipt of such proceeds.
Mandatory Sale. If any Shareholder's employment with the Corporation terminates or is terminated for any reason including death, such Shareholder or the Shareholder's estate, as the case may be, shall, within ninety (90) days thereof, offer for sale to the Corporation all of the Shares owned by him at that time at a redemption price ("Redemption Price") determined and paid in accordance with the terms contained herein, and the Corporation shall purchase the aforesaid Shares in accordance herewith.
Mandatory Sale. If shareholders of the Company arrange to sell more than a simple majority of shares in the Company of the same class as my shares or arrange to sell all or substantially all of the assets of the Company, in each case to a third party in a bona fide, arm's length sale, then these shareholders may require me to sell all (or a corresponding amount proportionate to the percentage these shareholders as a group are selling) of my shares to the third party, or vote all of my shares in favor of the asset sale, at a price and on terms and conditions no less favorable than those at which these shareholders are selling or voting their shares. I expressly acknowledge and agree that the other shareholders of the Company are intended third party beneficiaries of this paragraph 6 and may directly enforce its provisions against me.
Mandatory Sale. Upon the occurrence of an Involuntary Transfer relating to any Transferring Member, or upon the termination of a party’s status as the Manager, the Company and then the other Members (the “Remaining Members”) shall have the option, but not the obligation, to purchase all or any portion of the Interest of the Transferring Member or the Manager on the terms and conditions set forth in this Article. The term Transferring Member shall include the legal representative of the estate of a deceased Member and any other successor to a Transferring Member. If the Company declines to purchase all or a portion of the Transferring Member’s or Manager’s Interest, the Remaining Members shall have the right for a period of thirty days from the date of the Company’s election not to purchase to elect to purchase all or such portion of the Interest of the Transferring Member or the Manager by giving written notice of such election to the Transferring Member or the Manager. Unless otherwise agreed, if more than one Remaining Member elects to purchase, the Remaining Members so electing shall purchase the Transferring Member’s or the Manager’s Interest in proportion to their respective Sharing Ratios.
