Mechanics of Sale. (a) The closing of any purchase and sale of Shares pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice) shall take place not later than the thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Shareholder shall pay for the Shares being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling Shareholder. The selling Shareholder shall execute all documents necessary to effect the conveyance of its Shares, free and clear of all Liens, to the purchasing Shareholder. In addition, the Shareholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each Shareholder, indemnifying and holding harmless the selling Shareholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Shareholder or any of its Affiliates. The Shareholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by members of the SanDisk Team assigned to the Company by the Selling Shareholder.
Mechanics of Sale. (a) Exercise by the Stockholders. ----------------------------
Mechanics of Sale. Upon receipt of a Drag-Along Notice, each Dragged-Along Seller receiving such notice shall be obligated to (i) sell all of its Shares or its Drag-Along Amount, as the case may be, in the transaction (including a sale or merger) as contemplated by the Drag-Along Notice on the same terms and conditions as HWH and (ii) otherwise take all reasonably necessary action to cause the consummation of such transaction, including voting its Shares in favor of such transaction and not exercising any appraisal rights in connection therewith. Each Dragged-Along Seller further agrees to take all actions (including executing documents) in connection with the consummation of the proposed transaction as may reasonably be requested of it by HWH.
Mechanics of Sale. (a) The closing of any purchase and sale of Interests pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach) or 11.5 (Dissolution Upon Notice) shall take place not later than the thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Member shall pay for the Interests being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling Member. The selling Member shall execute all documents necessary to effect the conveyance of its Interests, free and clear of all Liens, to the purchasing Member. In addition, the Members shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each Member, indemnifying and holding harmless the selling Member and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Member or any of its Affiliates. The Members shall also reach agreement on a reasonable transition plan of up to six (6) months in connection with services provided to the Company by members of the SanDisk Team assigned to the Company by the Selling Member.
Mechanics of Sale. 27 11. DISSOLUTION............................................................ 28
Mechanics of Sale. (a) Exercise by the Securityholder. -------------------------------
Mechanics of Sale. (i) The Shares are to be sold on an agency basis on any trading day (other than a day on which the Principal Market is scheduled to close prior to its regular weekday closing time) (each, a “Trading Day”) during the Agency Period on which (i) the Company has instructed an Agent to make such sales, on behalf of the Company or on behalf of the applicable Forward Purchaser as forward seller, pursuant to the Instruction Notice or the Forward Instruction Notice, as applicable and (ii) the Company has satisfied or such Agent (and if applicable, such Forward Purchaser) has waived the covenants and conditions set forth in Section 5(a) and Section 5(e) hereof. On any Trading Day the Company may sell Shares through only one Agent; provided that the foregoing shall not prohibit the Company and the Operating Partnership from entering into a Terms Agreement with two or more Agents providing for such Agents, each acting severally as principal, to offer and sell Primary Shares set forth in the Terms Agreements or prohibit or limit in any respect the offer or sale of Primary Shares purchased by any Agent, as principal, from the Company pursuant to a Terms Agreement. If the Company determines to sell Shares through an Agent, it shall by notice that is executed by its Chief Executive Officer, President or Chief Financial Officer (i) in the case of sales on behalf of the Company, instruct a representative of the applicable Agent (previously identified by the Agent in writing, with the understanding that, with prior written notice, the Agent may modify the list of its representatives from time to time) by telephone and confirmed promptly by email (which confirmation will be promptly acknowledged by such Agent) as to the maximum number and the maximum aggregate Sales Price of Shares to be sold on such Trading Day and the Floor Price, in the form of a notice set forth in Exhibit B (the “Instruction Notice”), or (ii) in the case of a Forward, propose to the applicable Forward Purchaser and such Agent acting as forward seller, by delivery of an instruction by email, to execute a Forward with the parameters specified in the next paragraph; provided, however, that in no event shall the aggregate Sales Price or number, as the case may be, of Shares offered or sold pursuant to this Agreement, or which are the subject of instructions to an Agent as sales agent pursuant to Section 3(b) hereof (including offers and sales of Forward Hedge Shares on behalf of any relevant Forward Purchas...
Mechanics of Sale. (i) Exercise by Investor. Each Investor shall exercise its Right of Co-Sale by delivering a notice of exercise to the Selling Ordinary Holder (with a copy to the Company) (the “Exercise Notice”) within 20 business days after the date the Transfer Notice has been delivered by such Selling Ordinary Holder to the Company and the Investors.
Mechanics of Sale. (a) The closing of any purchase and sale of a Membership Interest pursuant to Section 10.04(e) (Dispute Resolution; Deadlock Respecting Business Plan), 10.05(a) (Remedies Upon Event of Default; Termination on Breach), 11.04 (Dissolution by Unilateral Option) or 11.05 (Dissolution Upon Notice) shall take place not later than the thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Member shall pay for the Membership Interest being acquired by wire transfer of immediately available funds to an account specified by the selling Member. The selling Member shall execute all documents necessary to effect the conveyance of such interest in the Company, free and clear of all Liens, to the purchasing Member. In addition, the Members shall enter into an indemnity and release agreement in a form reasonably satisfactory to each Member indemnifying and holding harmless the selling Member and its Parent and Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Member, its Parent or any of its Affiliates. The Members shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by Seconded Employees.
Mechanics of Sale. (a) The closing of any purchase and sale of Units pursuant to Section 10.04(e) (Dispute Resolution; Deadlock Respecting Business Plan), 10.05(a) (Remedies Upon Event of Default; Termination on Breach), 11.04 (Dissolution by Unilateral Option) or 11.05 (Dissolution Upon Notice) shall take place not later than the [***] Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder shall pay for the Units being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling Unitholder. The selling Unitholder shall execute all documents necessary to effect the conveyance of its Units, free and clear of all Liens, to the purchasing Unitholder. In addition, the Unitholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each Unitholder, indemnifying and holding harmless the selling Unitholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder or any of its Affiliates. The Unitholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by Seconded Employees assigned to the Company by the Selling Unitholder.
