Obligation to Sell Securities Sample Clauses

Obligation to Sell Securities. (a) If FS Equity Partners IV, L.P., a Delaware limited partnership, ("FSEP IV") finds a third-party buyer for all shares of common stock of the Company held by it (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP IV, the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to the FSEP IV for the sale of its shares of its common stock of the Company.
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Obligation to Sell Securities. If and to the extent a Drag-Along Sale or an Approved Sale is effected pursuant to Section 9.1 of the Parent LP Agreement, the Partnership shall have all right, power and authority to repurchase or redeem the Partnership Units in accordance with applicable law. All Partnership Units so repurchased or redeemed by the Partnership shall be deemed cancelled, whereupon the Partnership shall have no further obligations with respect thereto.
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Obligation to Sell Securities. (a) Notice of Sale. If FS Equity Partners IV, L.P., a -------------- Delaware limited partnership, ("FS Equity") finds a third-party buyer (the --------- "Third Party Buyer") for all shares of Common Stock held by it (whether such ----------------- sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FS Equity, Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to FS Equity for the sale of its shares of Common Stock. FS Equity shall send Purchaser a written notice ("Sale Notice") of the exercise of its ----------- rights under this Section 5(a).
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Obligation to Sell Securities. (a) Subject to Section 3.1(f)(ix)(1), if one or more Centre Partners Entities propose to Transfer, directly or indirectly, to any Person (other than to a Permitted Transferee, an Affiliate of a Centre Partners Entity, or in a Public Transfer) any Class A Common Units (a “Drag-Along Sale”), then, upon the request of the Centre Partners Entities, each Other Common Partner shall, if the Drag-Along Sale is structured as a (i) merger or consolidation, waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation, or (ii) sale of Common Units, agree to sell all of his, her or its Applicable Drag Percentage (as defined below) of its Common Units and rights to acquire Common Units on the same terms and conditions as approved by the Centre Partners Entities. Each holder of Common Units shall take all necessary or desirable actions in connection with the consummation of the Drag-Along Sale as requested by the Centre Partners Entities (in their respective capacities as a Common Partner, including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and execute all agreements, documents and instruments in connection therewith as reasonably requested by the Centre Partners Entities, including, without limitation, with respect to Common Partners (or whose related Individual Partners) who are also employees of the Partnership or any of its Subsidiaries, confidentiality, non-competition, non-solicitation and non-hire provisions. No Common Partner shall take any action that would delay, impede or otherwise adversely impact the Centre Partners Entities’ ability to consummate a Drag-Along Sale upon exercise of its rights hereunder.
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Obligation to Sell Securities. (a) If the investment funds affiliated with Xxxxxxx Xxxxxx & Co., LLC (collectively "FSEP") find a third-party buyer for all shares of common stock of the Company held by them (whether such sale is by way of purchase, exchange, merger or other form of transaction), upon the request of FSEP the Purchaser shall sell all of Purchaser's Shares for the same per share consideration (which may be less than the Purchase Price per share paid by Purchaser), and otherwise pursuant to the terms and conditions applicable to FSEP for the sale of the shares of the common stock of the Company held by them.
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Obligation to Sell Securities. Drag Along"). For so long as the -------------------------------------------- Purchasers have Tag Along rights hereunder, if the Common Stockholder secures a third-party buyer to which he sells all of the Shares of Common Stock held by him and his permitted transferees and assignees under Section 3 (whether such sale is by way of purchase, merger, or other form of transaction), and such sale would constitute a Change of Control under the Note Purchase Agreement, upon the request of the Common Stockholder, each of the Purchasers shall sell all of the shares of Common Stock then beneficially owned by such Purchaser to such third- party buyer pursuant to substantially the same terms and conditions negotiated by the Common Stockholder for the sale of shares of Common Stock held by the Common Stockholder. Each of the Purchasers agrees to consent to such sale, and to execute such agreements, instruments of transfer, powers of attorney, voting proxies or other documents and instruments as may be necessary to consummate such sale. Each Purchaser further explicitly agrees not to exercise any dissenters' rights or similar appraisal rights in connection with such a sale. Each of the Purchasers further agrees timely to take other actions as the Common Stockholder may reasonably request as necessary in connection with the approval of the consummation of such 4 Controlling Shareholder Agreement sale, including voting all shares of Common Stock or other voting securities they may hold in favor of such sale. Any "drag along" sale hereunder may only be for cash and freely-tradable common stock of a domestic corporation traded on the New York or American Stock Exchanges or the Nasdaq/NMS stock markets with a minimum average closing trading price of $5.00 per share, on the trading days that are between five (5) and ten (10) trading days prior to the closing date of such Change of Control transaction, and no Purchaser shall be required to make any representations or warranties (other than as to title to the shares to be sold, authority, organization and good standing) nor shall it be subject to any indemnification obligation other than such as may be satisfied by an escrow or holdback applicable to all shareholders of the Company.
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Obligation to Sell Securities 
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Related to Obligation to Sell Securities

  • Obligation to Sell Several If there is more than one member of the Executive 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 Investors shall not excuse, or constitute a waiver of its rights against, the defaulting member.

  • Obligation to Issue Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of Borrower herein set forth, the Issuing Bank hereby agrees to issue for the account of Borrower, one or more Facility Letters of Credit in accordance with this Article IIA, from time to time during the period commencing on the Agreement Execution Date and ending on a date sixty (60) days prior to the Revolving Facility Termination Date.

  • Obligation to Reserve Sufficient Shares The Company shall at all times during the term of this Option reserve and keep available a sufficient number of Shares to satisfy this Agreement.

  • Obligation to Purchase (a) The Subscriber agrees to purchase from the Company convertible notes ("Put Notes") in up to the principal amount set forth on the signature page hereto for up to the aggregate amount of Put Note principal ("Put Purchase Price") designated on the signature page hereto (the "Put"). Collectively the Put Notes, Warrants issuable in connection with the Put, and Common Stock issuable upon conversion of the Put Notes and exercise of the Warrants are referred to as the "Put Securities".) The Warrants issuable in connection with the Put Notes are referred to herein as Warrants or Put Warrants. Except as described in Section 11.1(c) hereof, each Put Note will be identical to the Note except that the Maturity Date will be two years from each Put Closing Date (as hereinafter defined). The Holders of the Put Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Subscriber in connection with the Note, including but not limited to, the rights and procedures set forth in Section 9 hereof and the registration rights described in Section 10 hereof.

  • Legend on Securities Each certificate representing Securities issued to any Stockholder shall bear the following legend on the face thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS AGREEMENT AMONG VESTAR/CALVARY HOLDINGS, INC. (THE "COMPANY"), SHERIDAN HEALTHCARE, INC., VESTAR/CALVARY INVESTORS, LLC., AND THE MANAGEMENT INVESTORS PARTIES THERETO, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS AGREEMENT, INCLUDING RESTRICTIONS RELATING TO THE EXERCISE OF ANY VOTING RIGHTS GRANTED BY THE SECURITIES."

  • Additional Shares or Substituted Securities In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

  • 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.

  • Trust Preferred Securities The Company has performed, or has caused each Company Trust to perform, all of the obligations required to be performed by it and is not in default under the terms of the Company Trust Debentures or the Company Trust Preferred Securities or any agreements related thereto.

  • Limitation on Investor's Obligation to Purchase Shares Notwithstanding anything to the contrary in this Agreement, in no event shall the Investor be required to purchase, and an Intended Put Share Amount may not include, an amount of Put Shares, which when added to the number of Put Shares acquired by the Investor pursuant to this Agreement during the 31 days preceding the Put Date with respect to which this determination of the permitted Intended Put Share Amount is being made, would exceed 9.99% of the number of shares of Common Stock outstanding (on a fully diluted basis, to the extent that inclusion of unissued shares is mandated by Section 13(d) of the Exchange Act) on the Put Date for such Pricing Period, as determined in accordance with Section 13(d) of the Exchange Act (the "Section 13(d)

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