Notice of Intent to Sell. Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Corporation, mailed or delivered in accordance with the provisions of Section 11, of his or her intention to sell or transfer such Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Corporation shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Corporation determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Corporation’s best judgment and such determination shall be mailed or delivered to the selling or transferring stockholder (the “Corporation’s Notice”) within ten (10) days of its receipt of the Option Notice. Should the selling or transferring stockholder disagree with the Corporation’s determination of a fair value equivalent, he or she shall have the right (the “Retraction Right”) to retract the proposed sale or transfer to a third party and the offer of Shares to the Corporation pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the provisions of Section 11). If the stockholder again proposes to sell or transfer the Shares, the stockholder shall again offer such Shares to the Corporation pursuant to the terms of this Section 9 prior to any sale or transfer.
Notice of Intent to Sell. Before there can be a valid Transfer of any vested Restricted Shares (or any interest in therein) by the Participant, the Participant shall first give notice in writing to the Company, mailed or delivered in accordance with the notice provisions of Section 14, of his or her intention to Transfer such vested Restricted Shares (the “Option Notice”). The Option Notice shall specify the identity of the proposed transferee, the number of vested Restricted Shares to be sold or transferred to the transferee, the price per vested Restricted Share and the terms upon which the Participant intends to make such Transfer. If the payment terms for the vested Restricted Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the vested Restricted Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of the payment method set forth in the Option Notice. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the Participant (the “Company’s Notice”) within ten (10) days of the Company’s receipt of the Option Notice. Should the Participant disagree with the Company’s determination of a fair value equivalent, the Participant shall have the right (the “Retraction Right”) to retract the proposed Transfer to a third party and the offer of vested Restricted Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the notice provisions of Section 14). If the Participant again proposes to Transfer the vested Restricted Shares, the Participant shall again offer such vested Restricted Shares to the Company pursuant to the terms of this Section 9 prior to any Transfer.
Notice of Intent to Sell. Provide Adamson with writtex notice of the AEI Partnership's intent to sell the AEI Partnership's remaining interest of or below 5% of the Property ("Remaining Interest"), prior to accepting any offer to sell such Remaining Interest;
Notice of Intent to Sell. Declarant or Owner must deliver a written notice of its intent to sell the Housing Unit (“Notice of Intent to Sell”) to the Beneficiaries prior to offering the Housing Unit for sale.
Notice of Intent to Sell. Duration of the Voting Trust Period, the Seller shall provide five (5) Business Days' notice of any sale, transfer, or disposition of any amount of Consideration Shares, which for clarity shall include a Permitted Sale, unless otherwise permitted in accordance with this Agreement. Subject to Section 7.7, any sale, transfer, or disposition of Considerations Shares which is not a Permitted Sale shall first require the consent of the Chief Executive Officer of the Purchaser, or such other individual as the Chief Executive Officer may designate for this purpose.
Notice of Intent to Sell. During the Deployment Period, (a) the Manager shall exercise its commercially reasonable efforts to keep the Board informed of the status of each Approved Project and the timing of its planned Disposition and (b), if the Manager has determined it advisable to effect a Disposition of any Project Company, the Manager shall deliver written notice of such determination to each Member, which notice shall be delivered at least 60 days prior to any such Disposition (or such lesser period of time as may be necessary to adhere to the deadlines and timing provisions of Section 2.11), containing the following (such notice, the “ROFO Notice”):
(i) the identity of the applicable Approved Project (the “Offered Project”) and Project Company (the “Offered Project Company”);
(ii) the projected electricity generating capacity of the Offered Project consistent with the applicable project agreements (“Nameplate Capacity”);
(iii) all leases, permits, consents, authorizations and approvals necessary for the Offered Project and a draft of each of the interconnection agreement and power purchase agreement under negotiation, if any; and
(iv) such other information as is reasonably necessary for VivoPower to make a decision as to the exercise of its rights under Section 2.11(a) with respect to the Offered Project Company.
Notice of Intent to Sell. If Landlord intends to sell the 8000 VMR Building, the 9000 VMR Building, or the 00000 XXX Xxxxxxxx, Xxxxxxxx shall notify Tenant in writing (“Notice of Intent to Sell”). The Notice of Intent to Sell shall not impose any obligation on Landlord to negotiate with Tenant for the purchase and sale of any such Building(s). The Notice of Intent to Sell shall not apply to the following: (i) any sale/leaseback transaction; (ii) any sale or transfer of any such Building(s) or Project to an entity in which Landlord or its affiliate has a controlling interest; (iii) any transfer without consideration, (iv) any condemnation or eminent domain action proceeding affecting all or any part of any such Building(s) by any governmental or quasi-governmental authority for any public or quasi-public use or purpose, including a sale thereof under threat of such a taking, (v) any foreclosure proceeding or sate or any state in lieu of a foreclosure affecting any such Building(s), or (vi) any portfolio transaction that in eludes at least one other real estate asset. The Notice of Intent to Sell applies only to the Landlord as of the date of this Lease and not to any successor or assignee.
Notice of Intent to Sell. The First Refusal shall be granted by written notice of intention to make a bona fide disposition by Mother Franxxx xxxting the offer to sell, the Partnership interest offered, purchase price therefor which shall be the terms on which Mother Franxxx xxxposes to dispose of its Partnership interest, and the name and address of the on to whom Mother Franxxx xxxires to transfer the Partnership interests.
Notice of Intent to Sell. If at any time any party desires or intends to sell or otherwise divest itself of its respective ownership interest in the Aircraft, such party (the "Selling Party") shall provide written notice of such desires and intentions to the other party or parties (the "Non-Selling Parties").
Notice of Intent to Sell. (a) Beginning on January 1, 2024, Seller may from time to time deliver an irrevocable written notice (a “Notice”) to Purchaser in the form attached as Exhibit A hereto of Seller’s intention to sell to Purchaser a portion of the Common Shares received by Seller pursuant to Section 1.3 (such transaction, a “Common Share Repurchase Transaction”); provided that (i) any such Notice may only be delivered to Purchaser two (2) times per calendar year, (ii) no Notice may be delivered within sixty (60) calendar days of any other Notice; (iii) no Notice may be delivered that would result in more than one (1) Common Share Repurchase Transaction in any fiscal quarter of Purchaser, and (iv) no Notice shall require (or otherwise provide or request) that any day of the Common Share Pricing Period (as defined below) will occur in the period beginning five (5) Business Days prior to any quarterly earnings release by Purchaser and through and including the fifth Business Day following such earnings release with respect to any fiscal quarter.
(b) The Notices, if any, shall specify the number of Common Shares proposed to be sold as follows: (a) any Notice delivered in calendar year 2024, 2025 or 2026 shall provide for the proposed sale of a number of Common Shares no greater than 3,000,000 Common Shares and (b) any Notice delivered in 2027 shall provide for the proposed sale of a number of Common Shares no greater than 2,000,000 Common Shares (each maximum number of Common Shares, a “Maximum Tranche Amount”). As a result, for illustrative purposes only, in calendar years 2024, 2025, 2026 and 2027, if all Notices are delivered and accepted by Purchaser in accordance with this Agreement for the applicable Maximum Tranche Amount, Seller shall sell 6,000,000 Common Shares in each of calendar years 2024, 2025 and 2026, divided between two tranches of 3,000,000 Common Shares each, and Seller shall sell 4,000,000 Common Shares in calendar year 2027, divided between two tranches of 2,000,000 Common Shares each. For the avoidance of doubt, (i) if Seller delivers and Purchaser accepts any Notice for a number of Common Shares less than the applicable Maximum Tranche Amount, any Common Shares not purchased in such Common Share Repurchase Transaction shall remain subject to the restrictions set forth in Section 2.6; and (ii) if Seller does not deliver any Notice it is entitled to deliver in calendar year 2024, 2025, 2026 or 2027, it shall be deemed to have forfeited its right to deliver su...
