Mechanics of Sale. (a) The closing of any purchase and sale of Units 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 [***] 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 FP Secondees assigned to the Company by the Selling Unitholder.
(b) If a Unitholder elects to acquire all of the Units of the other Unitholder 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), such Unitholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Unitholder has the right to purchase the Units of any other Unitholder, such Unitholder shall have the right to assign such right to purchase to any other Person.
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.
(b) If a Member elects to acquire all of the Interests of the other Member pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach) or 11.5 (Dissolution Upon Notice), such Member shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Member has the right to purchase the Interests of any other Member, such Member shall have the right to assign such right to purchase to any other Person.
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) Exercise by the Securityholder. -------------------------------
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. (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. 27 11. DISSOLUTION............................................................ 28
Mechanics of Sale. 4.2.1 The Investor shall exercise its sale right by delivering a notice of exercise to the Vendor (with a copy to the Board) within 20 Days after the date that the Sale Notification has been delivered by such Vendor to the Company.
4.2.2 The Vendor shall assign to the Investor who exercises its co-sale right as much of its interest in any agreement of sale with the Purchaser that the Investor shall be entitled to and shall accept. To the extent that any Purchaser prohibits such assignment or otherwise refuses to purchase Shares from such Investor, the Vendor shall not sell to such Purchaser any Shares unless and until, simultaneously with such sale, such Vendor shall purchase such shares from the Investor for the same consideration and on the same terms and conditions as the proposed transfer described in the Sale Notification.
Mechanics of Sale. The sale of the Sale Shares (the "Sale Share Closing") to the Company, any electing Shareholders and third parties, as the case may be, shall occur at 10:00 a.m. central standard time, at the principal offices of the Company, on (i) the 20th business day following the expiration of the exercise period set forth in Section 4(c) above, if the Company or any Shareholders exercise their respective options for all of the Sale Shares, (ii) the day specified in the Transfer Notice (which is within the ninety (90) day period referenced in subsection (d)(i) above), if neither the Company nor any other Shareholders are party to the Sale Share Closing, or (iii) such other place or time (but not date) as the parties to the Sale Share Closing may mutually agree. At the Sale Share Closing, the purchasers shall respectively deliver the appropriate amount of consideration in the form set forth in the Transfer Notice, and the selling Shareholder shall deliver a certificate or certificates representing the Sale Shares, free and clear of all liens, claims or encumbrances whatsoever (other than those imposed by this Agreement).
