Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder under this Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder may be sold or transferred to any Person, such Holder (as such, the "Selling Shareholder") will comply with the following provisions: ------------------- (a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder at least ten -------------- (10) Business Days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, (ii) the name and address of the prospective transferee (the "Buyer"), (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, (iv) the terms and conditions of the contemplated sale or transfer, (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, (vi) the expected closing date of the transaction and (vii) such other information as any Holder may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------ (b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c). Such rights may --------------- be exercised in the sole discretion of such Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten (10) Business Days after receipt of the applicable Notice of Sale stating the election of such Holder to exercise its right of co-sale pursuant to Section 3.03(c). --------------- (c) Each Holder (excluding the Selling Shareholder) may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by it. Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of the Company elected to be sold in such Election Notices (the "Co-Sell Shares"). If the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such Buyer.
Appears in 2 contracts
Samples: Shareholder Agreement (Fresh America Corp), Shareholders Agreement (Fresh America Corp)
Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder the Shareholder of any shares of Capital Stock in excess of the Company amount of Permitted Sales will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms of this Agreement and conditions that apply to have the liabilities and obligation of the "Shareholder," as such Holder term is used in this Agreement. No such sale or transfer by the Shareholder will effect any delegation of its duties, obligations, or liabilities under this Agreement. In addition, before any shares of Capital Stock in excess of the Company amount of Permitted Sales held, directly or indirectly, by any Holder the Shareholder may be sold or transferred to any Persona Person other than a Related Party, such Holder selling Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder as of that time at least ten -------------- (10) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include sate (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, (ii) the name and address of the prospective transferee (the "BuyerTransferee"), (iii) the number of shares of Capital Stock of ----- the Company company to be sold or transferred, (iv) the terms and conditions of the contemplated sale or transfer, (v) the purchase price price, in cash cash, that the Buyer Purchaser will pay for such shares of Capital Stock, and (vi) the expected closing date of the transaction and (vii) such transaction. The Selling Shareholder will not sell or transfer any shares of Capital Stock for consideration other information as any Holder may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------than cash.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c5.02(c). Such rights right may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten (10) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise its right of co-sale pursuant to Section 3.03(c5.02(c). ---------------.
(c) Each Holder (excluding the Selling Shareholder) may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company Warrant Shares then held by it. Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable his best efforts to cause the Buyer Transferee to amend its offer so as to provide for the BuyerTransferee's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of the Company elected to be sold in such Election Notices (the "Co-Sell Shares"). If the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such Buyer.as
Appears in 1 contract
Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder the Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock will first agrees agree in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Warrant Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder the Shareholder may be sold or transferred to any Persona Person other than a Related Party, such Holder the Shareholder (as such, the "Selling Shareholder") will comply with Section 6.04 or the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder at least ten -------------- thirty (1030) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name of the and address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article VI.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c6.02(c). Such rights right may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten thirty (1030) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise its right of co-sale pursuant to Section 3.03(c6.02(c). ---------------.
(c) Each Holder (excluding the Selling Shareholder) may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by itit (including the Issuable Warrant Shares). Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of (including the Company Issuable Warrant Shares) elected to be sold in such Election Notices (the "Co-Sell Shares")) in such Election Notices. If In the event that the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and Sale, if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c6.02(c) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company (including Issuable Warrant Shares) held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale under Section 6.02(b) will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such Buyer.
Appears in 1 contract
Method of Electing Sale; Allocation of Sales. No Except for the Released Shares or as otherwise provided in Section 6.01, no sale or transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Warrant Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Person, such Holder Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder at least ten -------------- twenty (1020) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name of and the address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article VI.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising either (i) its right of first refusal to purchase such Capital Stock pursuant to Section 6.02(c) or (ii) its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c6.02(d). Such Either of such rights may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten (10) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise either its right of first refusal pursuant to Section 6.02(c) or its right of co-sale pursuant to Section 3.03(c6.02(d). ---------------.
(c) Each Holder may elect to treat the Notice of Sale as an irrevocable offer to sell to the Holder up to its pro rata share (excluding determined in a manner consistent with Article II, and including the pro rata share of Capital Stock not purchased by other Holders) of the number of shares of Capital Stock proposed to be sold to the Buyer on the same per share terms and conditions as stated in the Notice of Sale. Such offer will remain open for a period of twenty (20) days from delivery to the Shareholder of the Election Notice. Within such twenty (20) day period, the Holder may elect to accept such offer in whole or in part by delivering to the Selling Shareholder written notice of its irrevocable election to accept such offer. If the Holder irrevocably accepts such offer, the closing of the purchase and sale will occur on or before the tenth (10th) business day following delivery of the notice of acceptance. At such closing, the Holder will deliver the consideration payable to the order of the Selling Shareholder, against delivery by the Selling Shareholder of the Capital Stock being so purchased, free and clear of all liens, claims, and encumbrances, other than this Agreement, endorsed in good form for transfer to the Holder or its designees. If a Holder does not accept such offer within the twenty (20) day period specified above, the offer to such Holder will be deemed to have been rejected, and the Selling Shareholder, subject to Section 6.02(d), will be free to sell or transfer such Capital Stock not purchased by the Holders to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days of the expiration of such twenty (20) day period. If the sale to the Buyer is not so consummated, the terms of this Article VI will again be applicable to any sale or transfer of Capital Stock by the Shareholder.
(d) Each Holder may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by itit (including the Issuable Warrant Shares). Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the such Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of (including the Company Issuable Warrant Shares) elected to be sold in such Election Notices (the "Co-Sell Shares"). If In the event that the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and Sale, if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c6.02(d) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company (including Issuable Warrant Shares) held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale under Section 6.02(b) will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, In the event that the Buyer for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then (x) the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such BuyerBuyer and (y) the shares of Capital Stock of the Selling Shareholder that were to have been sold or transferred to the Buyer will be subject to the Holders' right of first refusal pursuant to Section 6.02(c) for a period of twenty (20) days thereafter on the terms and conditions that the Buyer would have purchased such shares of Capital Stock from the Selling Shareholder had it not declined to purchase shares from the Co-Seller under this Section 6.02(d).
Appears in 1 contract
Samples: Shareholder Agreement (Seacoast Capital Partners LTD Partnership)
Method of Electing Sale; Allocation of Sales. No Except for the Released Shares or as otherwise provided in Section 6.01, no sale or transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Warrant Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Person, such Holder Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder at least ten -------------- twenty (1020) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name of and the address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article VI.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising either (i) its right of first refusal to purchase such Capital Stock pursuant to Section 6.02(c) or (ii) its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c6.02(d). Such Either of such rights may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten (10) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise either its right of first refusal pursuant to Section 6.02(c) or its right of co-sale pursuant to Section 3.03(c6.02(d). ---------------.
(c) Each Holder (excluding the Selling Shareholder) may elect to treat the Notice of Sale as an irrevocable offer to sell or to transfer in the contemplated transaction Holder up to its pro rata share (determined in a manner consistent with Article II, and including the total pro rata share of Capital Stock not purchased by other Holders) of the number of shares of Capital Stock of the Company then held by it. Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts proposed to cause be sold to the Buyer to amend its offer so as to provide for the Buyer's purchase, upon on the same per share terms and conditions as those contained stated in the Notice of Sale, . Such offer will remain open for a period of all twenty (20) days from delivery to the Shareholder of the shares of Capital Stock of Election Notice. Within such twenty (20) day period, the Company elected Holder may elect to be sold accept such offer in such Election Notices (the "Co-Sell Shares"). If the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares whole or in addition to the shares of Capital Stock described in the related Notice of Sale and if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated part by delivering to the Selling Shareholder and each Holder having given an Election Notice exercising written notice of its right pursuant irrevocable election to this Section 3.03(c) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such Buyer.accept such
Appears in 1 contract
Method of Electing Sale; Allocation of Sales. No sale or -------------------------------------------- transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Purchase Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Persona Person other than a Related Party, such Holder the Shareholder (as such, the "Selling ------- Shareholder") will comply with the following provisions: ------------------------------
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder and -------------- F-Jotan at least ten -------------- fifteen (1015) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder and F-Jotan for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name and address of the prospective transferee (the "Buyer"), ; ----- (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03Article VI. ----------------------
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising either (i) its right of first refusal to purchase such Capital Stock pursuant to Section 6.02(c) or (ii), its right to co-sell its Capital Stock of the Company --------------- pursuant to Section 3.03(c6.02(d). Such Either of such rights may --------------- be exercised in --------------- the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten (10) Business Days after receipt of the applicable Notice of Sale stating the election of such Holder to exercise its right of co-sale pursuant to Section 3.03(c). ---------------Agreement - Page 6 ---------------------
(c) Each Holder may elect to treat the Notice of Sale as an irrevocable offer to sell to the Holder up to its pro rata share (excluding determined in a manner consistent with Article II, and including the pro rata share of Capital ---------- Stock not purchased by other Holders) of the number of shares of Capital Stock proposed to be sold to the Buyer on the same per share terms and conditions as stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days from delivery to the Shareholder of the Election Notice. Within such fifteen (15) day period, the Holder may elect to accept such offer in whole or in part by delivering to the Selling Shareholder written notice of its irrevocable election to accept such offer. If the Holder irrevocably accepts such offer, the closing of the purchase and sale will occur on or before the twentieth (20th) business day following delivery of the notice of acceptance. At such closing, the Holder will deliver the consideration payable to the order of the Selling Shareholder, against delivery by the Selling Shareholder of the Capital Stock being so purchased, free and clear of all liens, claims, and encumbrances, other than this Agreement, endorsed in good form for transfer to the Holder or its designees. If a Holder does not accept such offer within the fifteen (15) day period specified above, the offer to such Holder will be deemed to have been rejected, and the Selling Shareholder, subject to Section 6.02(d), --------------- will be free to sell or transfer such Capital Stock not purchased by the Holders to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days of the expiration of such fifteen (15) day period. If the sale to the Buyer is not so consummated, the terms of this Article VI will again be ---------- applicable to any sale or transfer of Capital Stock by the Shareholder.
(d) Each Holder may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by itit (including the Issuable Warrant Shares). Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of (including the Company Issuable Warrant Shares) elected to be sold in such Election Notices (the "Co-Sell Shares")) in such Election Notices. If In -------------- the event that the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and Sale, if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c6.02(d) (collectively, the "Co-Sellers") -------------- ---------- in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company (including Issuable Warrant Shares) held by each such Person; provided, however, that no -------- ------- such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale under Section 6.02(b) will be sold or transferred to the Buyer in a single closing on --------------- the terms described in such Notice of Sale, and each such share will Shareholder Agreement - Page 7 --------------------- receive the same per share consideration. If, In the event that the Buyer for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then (x) the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such Buyer.Buyer and (y) the shares of Capital Stock of the Selling Shareholder that were to have been sold or transferred to the Buyer will be subject to the Holders' right of first refusal pursuant to Section 6.02(c) for a --------------- period of fifteen (15) days thereafter on the terms and conditions that the Buyer would have purchased such shares of Capital Stock from the Selling Shareholder had it not declined to purchase shares from the Co- Seller under this Section 6.02(d). ---------------
Appears in 1 contract
Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Purchase Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Persona Person other than a Related Party, such Holder the Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder and F-Jotan at least ten -------------- fifteen (1015) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder and F- Jotan for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name and address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article VI.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising either (i) its right of first refusal to purchase such Capital Stock pursuant to Section 6.02(c) or (ii), its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c6.02(d). Such Either of such rights may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten fifteen (1015) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise either its right of first refusal pursuant to Section 6.02(c) or its right of co-sale pursuant to Section 3.03(c6.02(d). ---------------.
(c) Each Holder may elect to treat the Notice of Sale as an irrevocable offer to sell to the Holder up to its pro rata share (excluding determined in a manner consistent with Article II, and including the pro rata share of Capital Stock not purchased by other Holders) of the number of shares of Capital Stock proposed to be sold to the Buyer on the same per share terms and conditions as stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days from delivery to the Shareholder of the Election Notice. Within such fifteen (15) day period, the Holder may elect to accept such offer in whole or in part by delivering to the Selling Shareholder written notice of its irrevocable election to accept such offer. If the Holder irrevocably accepts such offer, the closing of the purchase and sale will occur on or before the twentieth (20th) business day following delivery of the notice of acceptance. At such closing, the Holder will deliver the consideration payable to the order of the Selling Shareholder, against delivery by the Selling Shareholder of the Capital Stock being so purchased, free and clear of all liens, claims, and encumbrances, other than this Agreement, endorsed in good form for transfer to the Holder or its designees. If a Holder does not accept such offer within the fifteen (15) day period specified above, the offer to such Holder will be deemed to have been rejected, and the Selling Shareholder, subject to Section 6.02(d), will be free to sell or transfer such Capital Stock not purchased by the Holders to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days of the expiration of such fifteen (15) day period. If the sale to the Buyer is not so consummated, the terms of this Article VI will again be applicable to any sale or transfer of Capital Stock by the Shareholder.
(d) Each Holder may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by itit (including the Issuable Warrant Shares). Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of (including the Company Issuable Warrant Shares) elected to be sold in such Election Notices (the "Co-Sell Shares")) in such Election Notices. If In the event that the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and Sale, if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c6.02(d) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company (including Issuable Warrant Shares) held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale under Section 6.02(b) will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, In the event that the Buyer for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then (x) the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such BuyerBuyer and (y) the shares of Capital Stock of the Selling Shareholder that were to have been sold or transferred to the Buyer will be subject to the Holders' right of first refusal pursuant to Section 6.02(c) for a period of fifteen (15) days thereafter on the terms and conditions that the Buyer would have purchased such shares of Capital Stock from the Selling Shareholder had it not declined to purchase shares from the Co-Seller under this Section 6.02(d).
Appears in 1 contract
Samples: Shareholder Agreement (F Jotan LLC)
Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Purchase Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Persona Person other than a Related Party, such Holder the Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder and F- Jotan at least ten -------------- fifteen (1015) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder and F- Jotan for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name and address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article VI.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising either (i) its right of first refusal to purchase such Capital Stock pursuant to Section 6.02(c) or (ii), its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c6.02(d). Such Either of such rights may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten fifteen (1015) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise either its right of first refusal pursuant to Section 6.02(c) or its right of co-sale pursuant to Section 3.03(c6.02(d). ---------------.
(c) Each Holder may elect to treat the Notice of Sale as an irrevocable offer to sell to the Holder up to its pro rata share (excluding determined in a manner consistent with Article II, and including the pro rata share of Capital Stock not purchased by other Holders) of the number of shares of Capital Stock proposed to be sold to the Buyer on the same per share terms and conditions as stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days from delivery to the Shareholder of the Election Notice. Within such fifteen (15) day period, the Holder may elect to accept such offer in whole or in part by delivering to the Selling Shareholder written notice of its irrevocable election to accept such offer. If the Holder irrevocably accepts such offer, the closing of the purchase and sale will occur on or before the twentieth (20th) business day following delivery of the notice of acceptance. At such closing, the Holder will deliver the consideration payable to the order of the Selling Shareholder, against delivery by the Selling Shareholder of the Capital Stock being so purchased, free and clear of all liens, claims, and encumbrances, other than this Agreement, endorsed in good form for transfer to the Holder or its designees. If a Holder does not accept such offer within the fifteen (15) day period specified above, the offer to such Holder will be deemed to have been rejected, and the Selling Shareholder, subject to Section 6.02(d), will be free to sell or transfer such Capital Stock not purchased by the Holders to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days of the expiration of such fifteen (15) day period. If the sale to the Buyer is not so consummated, the terms of this Article VI will again be applicable to any sale or transfer of Capital Stock by the Shareholder.
(d) Each Holder may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by itit (including the Issuable Warrant Shares). Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of (including the Company Issuable Warrant Shares) elected to be sold in such Election Notices (the "Co-Sell Shares")) in such Election Notices. If In the event that the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and Sale, if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c6.02(d) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company (including Issuable Warrant Shares) held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale under Section 6.02(b) will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, In the event that the Buyer for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then (x) the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such BuyerBuyer and (y) the shares of Capital Stock of the Selling Shareholder that were to have been sold or transferred to the Buyer will be subject to the Holders' right of first refusal pursuant to Section 6.02(c) for a period of fifteen (15) days thereafter on the terms and conditions that the Buyer would have purchased such shares of Capital Stock from the Selling Shareholder had it not declined to purchase shares from the Co-Seller under this Section 6.02(d).
Appears in 1 contract
Samples: Shareholder Agreement (Jotan Inc)
Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement and the Priority Purchase Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Persona Person other than a Related Party, such Holder the Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder at least ten -------------- fifteen (1015) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name and address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article VI.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising either (i) its right of first refusal to purchase such Capital Stock pursuant to Section 6.02(c) or (ii), its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c6.02(d). Such Either of such rights may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten fifteen (1015) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise either its right of first refusal pursuant to Section 6.02(c) or its right of co-sale pursuant to Section 3.03(c6.02(d). ---------------.
(c) Each Holder may elect to treat the Notice of Sale as an irrevocable offer to sell to the Holder up to its pro rata share (excluding determined in a manner consistent with Article II, and including the pro rata share of Capital Stock not purchased by other Holders) of the number of shares of Capital Stock proposed to be sold to the Buyer on the same per share terms and conditions as stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days from delivery to the Shareholder of the Election Notice. Within such fifteen (15) day period, the Holder may elect to accept such offer in whole or in part by delivering to the Selling Shareholder written notice of its irrevocable election to accept such offer. If the Holder irrevocably accepts such offer, the closing of the purchase and sale will occur on or before the twentieth (20th) business day following delivery of the notice of acceptance. At such closing, the Holder will deliver the consideration payable to the order of the Selling Shareholder, against delivery by the Selling Shareholder of the Capital Stock being so purchased, free and clear of all liens, claims, and encumbrances, other than this Agreement, endorsed in good form for transfer to the Holder or its designees. If a Holder does not accept such offer within the fifteen (15) day period specified above, the offer to such Holder will be deemed to have been rejected, and the Selling Shareholder, subject to Section 6.02(d), will be free to sell or transfer such Capital Stock not purchased by the Holders to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days of the expiration of such fifteen (15) day period. If the sale to the Buyer is not so consummated, the terms of this Article VI will again be applicable to any sale or transfer of Capital Stock by the Shareholder.
(d) Each Holder may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by itit (including the Issuable Warrant Shares). Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of (including the Company Issuable Warrant Shares) elected to be sold in such Election Notices (the "Co-Sell Shares")) in such Election Notices. If In the event that the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and Sale, if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c6.02(d) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company (including Issuable Warrant Shares) held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale under Section 6.02(b) will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, In the event that the Buyer for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then (x) the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such BuyerBuyer and (y) the shares of Capital Stock of the Selling Shareholder that were to have been sold or transferred to the Buyer will be subject to the Holders' right of first refusal pursuant to Section 6.02(c) for a period of fifteen (15) days thereafter on the terms and conditions that the Buyer would have purchased such shares of Capital Stock from the Selling Shareholder had it not declined to purchase shares from the Co-Seller under this Section 6.02(d).
Appears in 1 contract
Method of Electing Sale; Allocation of Sales. No sale or transfer by -------------------------------------------- any Holder Shareholder of any shares of Capital Stock of the Company will be valid unless the transferee of such Capital Stock first agrees in writing to be bound by the same terms and conditions that apply to such Holder the Shareholder under this Agreement. In addition, before any shares of Capital Stock of the Company held, directly or indirectly, by any Holder Shareholder may be sold or transferred to any Person, such Holder Shareholder (as such, the "Selling Shareholder") will comply with the following provisions: -------------------:
(a) The Selling Shareholder will deliver or cause to be delivered a written notice (the "Notice of Sale") to each other Holder at least ten -------------- fifteen (1015) Business Days days prior to making any such sale or transfer. The Company agrees to provide the Selling Shareholder with a list of the names and addresses of each such Holder for such purpose. The Notice of Sale will include (i) a statement of the Selling Shareholder's bona fide intention to sell or to transfer, ; (ii) the name of the and address of the prospective transferee (the "Buyer"), ; (iii) the number of shares of Capital Stock of ----- the Company to be sold or transferred, ; (iv) the terms and conditions of the contemplated sale or transfer, ; (v) the purchase price in cash that the Buyer will pay for such shares of Capital Stock, ; (vi) the expected closing date of the transaction transaction; and (vii) such other information as any Holder the Holders may reasonably request to facilitate their decision as to whether or not to exercise the rights granted by this Section 3.03. ------------Article V.
(b) Any Holder receiving the Notice of Sale may elect to participate in the contemplated sale or transfer by exercising its right to co-sell its Capital Stock of the Company pursuant to Section 3.03(c5.02(c). Such rights may --------------- be exercised in the sole discretion of such the Holder by delivering a written notice (each, an "Election Notice") to the Company and the Selling --------------- Shareholder within ten fifteen (1015) Business Days days after receipt of the applicable such Notice of Sale stating the election of such the Holder to exercise its right of co-sale pursuant to Section 3.03(c5.02(c). ---------------.
(c) Each Holder (excluding the Selling Shareholder) may elect to sell or to transfer in the contemplated transaction up to the total of the number of shares of Capital Stock of the Company then held by it. Promptly after the receipt of an Election Notice exercising such right, the Selling Shareholder will use its commercially reasonable best efforts to cause the Buyer to amend its offer so as to provide for the Buyer's purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the shares of Capital Stock of the Company elected to be sold in such Election Notices (the "Co-Sell Shares"). If the Buyer is unwilling to -------------- amend its offer to purchase all of the Co-Sell Shares in addition to the shares of Capital Stock described in the related Notice of Sale and if the Selling Shareholder desires to proceed with the sale, then the total number of shares that such Buyer is willing to purchase will be allocated to the Selling Shareholder and each Holder having given an Election Notice exercising its right pursuant to this Section 3.03(c) (collectively, the "Co-Sellers") in --------------- ---------- proportion to the aggregate number of shares of Capital Stock of the Company held by each such Person; provided, however, that no such Person -------- ------- will be so allocated a number of shares greater than the number of shares that it has sought to sell or to transfer to such Buyer in the related Notice of Sale or Election Notice. All Capital Stock sold or transferred by the Selling Shareholder and the Co-Sellers with respect to a single Notice of Sale will be sold or transferred to the Buyer in a single closing on the terms described in such Notice of Sale, and each such share will receive the same per share consideration. If, for whatever reason, the Buyer declines to purchase any shares from any Holder delivering an Election Notice, then the Selling Shareholder will not be permitted to sell or to transfer any shares of Capital Stock to such Buyer.Sell
Appears in 1 contract
