Obligation to Sell. Notwithstanding anything herein to the contrary, if at any time following Optionee's acquisition of shares of Stock hereunder, stockholders of the Company owning 51% or more of the shares of the Company (on a fully diluted basis) (the "CONTROL SELLERS") enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each stockholder who is not a Control Seller (a "NON-CONTROL SELLER") to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, which is controlled by, or which is under common control with, the Control Seller.
Obligation to Sell. The Secured Party shall have no obligation to sell or otherwise realize upon any of the Collateral as authorized herein, and shall not be responsible for any failure to do so or for any delay in so doing.
Obligation to Sell. 3.4.1 If (a) the Board and (b) the Required Preferred Stockholders approve a transaction in which all of the Equity Securities would be sold or exchanged (in a merger, business combination or otherwise) in a bona fide arms-length transaction to a Third Party (other than a public offering under the Act) or a bona fide arms-length transaction with a Third Party which would constitute a Deemed Liquidation Event (as defined in the Charter) (the “Recommended Transaction”), the Stockholders shall be obligated to, and shall, Transfer to such Third Party all Equity Securities owned by such Stockholder, if applicable, on the terms and conditions of such Recommended Transaction.
3.4.2 Each Stockholder will take all necessary and desirable actions in connection with the consummation of a Recommended Transaction, including, without limitation:
(1) if such transaction requires stockholder approval, with respect to all Equity Securities that such Stockholder owns or over which such Stockholder otherwise exercises voting power, to vote (in person, by proxy or by action by written consent, as applicable) all Equity Securities in favor of, and adopt, such Recommended Transaction (together with any related amendment to the Charter required in order to implement such Recommended Transaction),to vote in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Recommended Transaction, and raise no objections against such Recommended Transaction or the process pursuant to which such Recommended Transaction was arranged;
(2) to execute and deliver all related documentation and take such other action in support of the Recommended Transaction as shall reasonably be requested by the Company in order to carry out the terms and provision of this Section 3.4, including without limitation executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent, waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of impermissible liens, claims and encumbrances) and any similar or related documents;
(3) if such transaction is structured as a Stock Sale, to sell the same proportion of his, her or its Equity Securities as is being sold by the Required Parties, and, except as permitted in subsection (3) below, on the same terms and conditions as the Required Parties;
(4) not to deposit,...
Obligation to Sell. Upon a Sale, each Securityholder shall sell, exchange or otherwise transfer his shares of Common Stock in accordance with the terms and conditions of the Sale if such Sale was approved by the Holders of at least a majority of each class of the outstanding Securities. Each Securityholder shall execute such documents and perform such acts, including, without limitation, voting his, her or its shares of Common Stock, as may be reasonably necessary to consummate such transfer of his shares of Common Stock; provided, however, that no Securityholder who is not an officer of the Company shall be required to make any representations or warranties in any such document, other than with respect to the status of such Securityholder's title to its or his share of Common Stock and whether or not it or he is an Accredited Investor (as that term is defined in Rule 501 promulgated by the Securities and Exchange Commission under the Securities Act).
Obligation to Sell. Chevron shall not be obligated to sell or Deliver LSFO to the extent that performance of this Contract is prevented, restricted or delayed by a Contingency [ - - - ].
Obligation to Sell. If there is more than one member of the Purchaser’s Group, the failure of any one member thereof to perform its obligations hereunder shall not excuse or affect the obligations of any other member thereof, and the closing of the purchases from such other members by the Company shall not excuse, or constitute a waiver of its rights against, the defaulting member.
Obligation to Sell. Upon the occurrence of a Buy-Sell Event, receipt of a Demand Notice, and failure to cure within the Cure Period, the Member shall then be obligated to sell its Interest for the Purchase Price to the Company or any other Person designated by the Company in accordance with this Section 9.4.
Obligation to Sell. If at any time prior to the Triggering Date Parent and/or any of its Affiliates determine to sell all of the Capital Stock of the Company (other than Capital Stock of the Company owned by individuals who are directors and officers of Parent and who in the aggregate own less than 25% of the Capital Stock of the Company) then beneficially owned by Parent to a Person other than an Affiliate of Parent or Shareholder, Parent shall have the right to require the Holders of Registrable Securities to sell such Registrable Securities to such transferee; PROVIDED that (a) the consideration to be received by the Shareholders of Registrable Securities shall be the same type of consideration received by Parent and, in any event, shall be cash and/or securities registered under the Securities Act and listed on a national securities exchange or authorized for quotation on the Nasdaq National Market System, (b) after giving effect to such transaction, Parent, its Affiliates and the Shareholders and their Affiliates shall not beneficially own, directly or indirectly, any Capital Stock or rights to purchase Capital Stock of the Company and (c) the foregoing provisions shall not apply to sales of Common Stock by the Company in a registered public offering under the Securities Act or an offering pursuant to Rule 144A. Any Registrable Securities purchased from the Holders pursuant to this Section 3.4 shall be paid for at the same price per share of Common Stock and upon the same terms and conditions of such proposed transfer of Common Stock by Parent. If the Registrable Securities to be purchased include securities other than Common Stock, the price to be paid for such securities shall be the same price per share or other denomination paid by the Proposed Purchaser for like securities purchased from Parent, or, if like securities are not purchased from the Shareholders and their Affiliates, the Fair Market Value of such securities.
Obligation to Sell. Subject to the superceding rights in Section 1.2, in the event the Company or any Shareholder(s) receive(s) a bona fide written offer to purchase all or substantially all of the assets or all of the outstanding Stock of the Company, regardless of the form of the proposed transaction, at the written request of the Company or the selling Shareholder(s) (the "Selling Party"), as the case may be, each Shareholder shall participate pro rata in such sale and/or vote all of such Shareholder's shares of Stock in favor of the transaction, provided that such sale is approved by at least 50.1% of the outstanding shares of Stock, determined on an a fully diluted basis, held by the Shareholders (other than the Selling Party). The Company or the Selling Party, as the case may be, shall give to each Shareholder a notice (an "Obligation to Sell Notice") containing a description of the material terms of such proposed transaction including the name and address of the proposed transferee, the consideration per share offered for such shares by the proposed transferee, the payment terms and closing date, which shall be a date not less than sixty (60) days after the giving of the Obligation to Sell Notice, and including a copy of any written offer, letter of intent, term sheet or contract of sale. All Shareholders shall be treated equally under this Section 2.2. It shall be a condition of the obligation to sell under this Section 2.2 that all facts and circumstances and all material aspects of any transaction under this Section 2.2 shall be disclosed to all Shareholders.
Obligation to Sell. In the event the Corporation or any Shareholder(s) receive(s) a written bona fide offer to purchase all or substantially all of the assets or all of the outstanding shares of Stock of the Corporation, regardless of the form of the proposed transaction, at the written request of the Corporation or the selling Shareholder(s) (the "Selling Party"), as the case may be, each Shareholder (including any Permitted Transferee(s) of a Shareholder) shall participate pro rata in such sale and/or vote all of such Shareholder's shares of Stock in favor of the transaction, provided that such sale is approved by both (i) at least 50% of the outstanding shares of Stock, on an as-converted basis, held by the Other Shareholders and their Permitted Transferees, and (ii) at least 50% of the outstanding shares of Stock, on an as-converted basis, held by the Investors and their Permitted Transferees. The Corporation or the Selling party, as the case may be, shall give to each Shareholder a notice (an "Obligation to Sell Notice") containing a description of the material terms of such proposed transaction Including the name and address of the proposed transferee, the number of shares to be sold, the consideration per share offered for such shares by the proposed transferee, the payment terms and closing date, which shall be a date not less than sixty (60) days after the giving of the Obligation to Sell Notice, and including a copy of any written offer, letter of intent, term sheet, or contract of sale. All Shareholders shall be treated equally under this Section 2.2. It shall be a condition of the obligation to sell under this Section 2.2 that all facts and circumstances and all material aspects of any transaction under this Section 2.2 shall be disclosed.
