OBLIGATION TO OFFER Sample Clauses

OBLIGATION TO OFFER. Subject to 10.1 and 11.6, if a Shareholder (“Offeror”) wishes to Dispose of any of its Shares in a Company and the Corresponding Loan Account, it shall not be entitled to do so unless – 11.1.1 such Disposal complies with 10, 11.5 and 13.3; and 11.1.2 the Offeror has identified a bona fide third party (“Specified Third Party”) who has offered in writing (“Proposal”) to purchase its Shares and Corresponding Loan Account for a cash price (which shall, for the purpose of the Tag Along Right in 12, be expressed and payable in South African currency, but may, subject to 11.5.2.1, provide for payment to the Offeror in a foreign currency) and the Offeror has first offered in writing (“Offer”), in accordance with 11.2, to sell those Shares and Corresponding Loan Account (“Subject Interest”) to the other Shareholders (“Offerees”). Any Offeree(s) who accept the Offer are referred to herein as the “Purchasers” and the agreement arising from their acceptance of the Offer is referred to herein as the “Resultant Sale”. For the avoidance of doubt, it is recorded that if a Shareholder wishes to Dispose of its Shares and Corresponding Loan Account to another Shareholder (other than in circumstances in which this Agreement allows that Disposal without the application of this 11), then this 11 shall apply and that other Shareholder shall be the Specified Third Party referred to in this 11.1.
Sample 1Sample 2
AutoNDA by SimpleDocs
OBLIGATION TO OFFER. In the event (i) Anschutz or any Anschutz Affiliate (the "Offeree Stockholder(s)") desires to sell any shares of capital stock of the Company held by it or (ii) any Stockholder or Stockholders (also the "Offeree Stockholder(s)") receive a bona fide offer or related series of offers from any person (the "Control Offeror") to purchase from the Offeree Stockholder(s) not less than fifty percent (50%), by voting power, of the then outstanding capital stock of the Company (a "Majority Interest") or to purchase from the Offeree Stockholder(s) that number of shares of stock that, when added to the number of shares of stock at the time already owned, directly or indirectly, by the Control Offeror and its Affiliates, constitutes a Majority Interest (each of (i) and (ii) a "Tag Offer"), the Offeree Stockholder(s) shall promptly forward a copy of such Tag Offer to the Company and the other Stockholders; provided, however, that the foregoing shall not apply to a Permitted Transfer or to a Transfer of Equity Securities between and among the Stockholders. The other Stockholders may elect to participate in the sale pursuant to the Tag Offer at the same price per share and on the same terms by delivering written notice to the Offeree Stockholder(s) within twenty (20) days after delivery to the other Stockholders of such copy of the Tag Offer. If any other Stockholders elect to participate in the sale pursuant to the Tag Offer, the Offeree Stockholder(s) and such other Stockholders shall each be entitled to sell pursuant to the Tag Offer the number of shares of stock as to which the Tag Offer relates equal to the product of (x) the number of shares of stock to which such Tag Offer relates times (y) the ratio of the number of shares of stock owned by such Stockholder over the number of shares of stock owned by all Stockholders electing to sell pursuant to the Tag Offer. The Offeree Stockholder(s) shall not sell any such shares of stock pursuant to the Tag Offer unless the Control Offeror or the Person to whom Anschutz or any Anschutz Affiliate proposes to sell pursuant to the Tag Offer agrees to extend the Tag Offer to the other Stockholders in accordance with the foregoing and to purchase from the Offeree Stockholder(s) and such other Stockholders their respective proportionate shares as described above of the aggregate number of shares of stock as to which the sale pursuant to the Tag Offer relates. Each Stockholder participating in the sale to the Control Offeror or the ...
Sample 1
OBLIGATION TO OFFER. During the period commencing on the date hereof and ending on the later of (i) four years from the date hereof or (ii) the date that Mxxxxxx Xxxxxxxx ceases (A) to be a member of the Board of Directors of the Company or (B) to have observation rights with respect to such Board, each time Royal Apartments or one of its Affiliates (each, an “Offering Developer”) acquires one or more parcels of real estate for the purpose of developing student housing thereon (each, a “Project”), Royal Apartments shall cause such Offering Developer to first offer the Operating Partnership the right to acquire the Project (each, an “Offer”) by delivery of written notice thereof (the “Offer Notice”); provided, however, that in no event shall an Offering Developer be required to make an Offer to the Operating Partnership unless and until the earlier of the time that the Offering Developer directly or indirectly (1) obtains building permits for the Project or (2) enters into an agreement with a general contractor for the construction of the Project, and in any event prior to the time that the Offering Developer enters into an agreement relating to a joint venture or pre-sale of the Project. The Offer Notice shall set forth (a) the address and legal description for the Project, (b) the number of units and beds contemplated to be included in the Project, along with a general description of the facilities and amenities contemplated to be included in the Project, (c) the acquisition price which the Offering Developer would require in exchange for the contribution and/or sale of the Project to the Operating Partnership (the “Offer Consideration”), (d) the date the Offering Developer estimates construction of the Project will be substantially completed and ready for occupancy and (e) any other terms and conditions the Offering Developer will require.
Sample 1
OBLIGATION TO OFFER. Until the Initial Public Offering, if the Company should decide to issue and sell additional shares of any capital stock of the Company or any warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any capital stock of the Company, other than (i) shares of Common Stock awarded or issued upon the exercise of options granted pursuant to employee and consultant benefit plans adopted by the Company, and the grant of such options themselves, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of 600,534 (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the date of this Agreement), (ii) previously-issued warrants for 44,864 shares of Common Stock; and (
Sample 1
OBLIGATION TO OFFER. The Seller shall be required to offer each Debt of an Agreed Buyer generated during the tenor of the Agreement to the Bank by delivering to the Bank, not later than 1 Banking Day before the Proposed Purchase Date, a completed Purchase Request relating to that Debt through the Ariba Network. The Seller acknowledges and agrees that when the Bank receives the Purchase Request through the Ariba Network, the Bank shall be entitled to treat this Purchase Request as complete and accurate information received directly from the Seller and evidence of the Seller’s intention to sell these Debts of an Agreed Buyer to the Bank. In the event that the Bank refuses to purchase a Debt of an Agreed Buyer, the Seller shall retain such Debt for its own account and shall not sell, dispose or otherwise create any Security over any of its legal or beneficial rights to such Debts.
Sample 1
OBLIGATION TO OFFER. In the event any Stockholder or Stockholders receive a bona fide offer or related series of offers from any person (the "Control Offeror") to purchase from such Stockholder(s) not less than 50%, by voting power, of the then outstanding Capital Stock (a "Majority Interest") or to purchase from such Stockholder(s) that number of shares of stock which, when added to the number of shares of stock at the time already owned, directly or indirectly, by the Control Offeror and its Affiliates constitutes a Majority Interest (a "Control Offer"), such Stockholder(s) shall promptly forward a copy of such Control Offer to the Corporation and the other Stockholders. The Stockholder(s) to whom the Control Offer has been made shall not sell any such Capital Stock to the Control Offeror unless (a) the Control Offer is extended to the other Stockholders and (b) if the Control Offer, as extended, relates to less than all of the Capital Stock owned by the other Stockholders, each Stockholder shall be entitled to sell to the Control Offeror pursuant to the Control Offer, and the Control Offeror shall agree to purchase from each Stockholder, a proportionate share of the aggregate number of shares of Capital Stock as to which the Control Offer relates. For the purposes of this Section 5.1, a Stockholder's proportionate share of Capital Stock shall be the product of (i) the number of shares of Capital Stock to which such Control Offer relates times (ii) the ratio that the number of shares of Capital Stock owned by such Stockholder bears to the number of shares of Capital Stock owned by all Stockholders electing to sell to the Control Offeror. Notwithstanding anything contained in this Section 5.1, no Stockholder shall - 12 - 83 sell any Capital Stock to a Control Offeror unless and until the provisions of Section 4 hereof have been complied with.
Sample 1
OBLIGATION TO OFFER. Landlord agrees that it shall offer to Tenant as additional leased premises, on the same terms and conditions as provided in this Lease, that parcel of land consisting of approximately 40 acres of land located at the southeast corner of Area C of the leased premises (the "40 ACRE PARCEL"), and Landlord shall use commercially reasonable efforts to make such 40 Acre Parcel available to Tenant not later than July 15, 1997. Commencing June 1, 1997, Tenant shall have the right to enter the 40 Acre Parcel for purposes of conducting such physical inspections as Tenant deems appropriate; provided that Tenant shall (i) use all reasonable diligence to avoid damage to any crops, equipment or improvements on the 40 Acre Parcel and (ii) repair any and all damage caused by such entry. Tenant shall advise Landlord not later than July 31, 1997 whether such 40 Acre Parcel is reasonably suited for Tenant's operations, in Tenant's sole discretion. If the 40 Acre Parcel is added to the leased premises, it shall be considered part of Area C.
Sample 1
AutoNDA by SimpleDocs
OBLIGATION TO OFFER. The Seller shall be required to offer each Debt of an Agreed Buyer generated during the tenor of the Agreement to the Bank by delivering to the Bank, not later than 3 Banking Days before the Proposed Purchase Date, two copies of a duly signed and completed Purchase Request relating to that Debt along with all associated Supporting Documents. In the event that the Bank refuses to purchase a Debt of an Agreed Buyer, the Seller shall retain such Debt for its own account and shall not sell, dispose or otherwise create any Security over any of its legal or beneficial rights to such Debts.
Sample 1

Related to OBLIGATION TO OFFER

  • Obligation to Notify If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

  • OBLIGATION TO NEGOTIATE 50.01 The Employer and the Union acknowledge that during negotiations which preceded this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining/negotiations and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.

  • Obligation to Issue The City has no obligation to issue any Approved Service Orders under this Master Agreement. The City may issue any number of Approved Service Orders provided that the sum of the maximum compensation of all Approved Service Orders cannot exceed the Maximum Total Compensation (defined in Subsection 10.1 below).

  • Obligation to Make Payments Any Interconnection Party's obligation to make payments for services shall not be suspended by Force Majeure.

  • OBLIGATION TO SERVE As between the Parties, Competitive Supplier has the sole obligation to obtain sources of supply, whether from generating facilities owned or controlled by its affiliates, through bilateral transactions, or the market, as may be necessary to provide All-Requirements Power Supply for all of the Participating Consumers under the Program. Competitive Supplier, except as explicitly limited by the terms included in Exhibit A, shall be obligated to accept all Participating Consumers, regardless of their location or energy needs, subject to Competitive Supplier’s standard credit policies (to the extent permitted by law), Article 5.5 hereof, Exhibit A hereof and the terms of any approval or other order of the Department with respect to this ESA.

  • Obligation to Cooperate Contractor, including any subcontractor, shall cooperate and comply with any Washington state agency investigation regarding any allegation that Contractor, including any subcontractor, has engaged in discrimination prohibited by this Contract pursuant to RCW 49.60.530(3).

  • OBLIGATION TO SUPPORT ‌ The parties agree that subsequent to the execution of this Memorandum of Understanding and during the period of time said Memorandum is pending before the Board of Supervisors for action, neither SEIU Local 721, nor Management, nor their authorized representatives, will appear before the Board of Supervisors or meet with members of the Board of Supervisors individually to advocate any amendment, addition or deletion to the terms and conditions of this Memorandum of Understanding. It is further understood that this Article shall not preclude the parties from appearing before the Board of Supervisors nor meeting with individual members of the Board of Supervisors to advocate or urge the adoption and approval of this Memorandum of Understanding in its entirety.

  • Obligation to Mitigate Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.21 unless Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office or take such other measures as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

  • Conditions to The Buyer’s Obligation to Purchase The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer the duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to a majority-in-interest of the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent. d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. g. The Conversion Shares shall have been authorized for quotation on the OTCBB and trading in the Common Stock on the OTCBB shall not have been suspended by the SEC or the OTCBB. h. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion: a. The Company shall have executed this Agreement and delivered the same to the Buyer. b. The Company shall have delivered to the Buyer duly executed Note (in such denominations as the Buyer shall request) in accordance with Section 1(b) above. c. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Company’s Certificate of Incorporation, By-laws and Board of Directors’ resolutions relating to the transactions contemplated hereby. d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement. e. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations. f. The Conversion Shares shall have been authorized for quotation on the OTCBB, OTCQB or any similar quotation system and trading in the Common Stock on the OTCBB, OTCQB or any similar quotation system shall not have been suspended by the SEC or the OTCBB, OTCQB or any similar quotation system. g. The Buyer shall have received an officer’s certificate described in Section 3(c) above, dated as of the Closing Date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!