Offer from Bona Fide Purchaser Sample Clauses

Offer from Bona Fide Purchaser. If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of all of its Stock to a Bona Fide Purchaser for cash, such Seller shall deliver to the Company and to GKH a-Transfer Notice at least 45 days prior to the proposed Disposition of Seller's Stock. Under no circumstances may any Seller offer to sell less than all of its Stock to any such Bona Fide Purchaser.
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Offer from Bona Fide Purchaser. If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition) at any time on or prior to the third anniversary date hereof, such Seller shall deliver to the Company and to all of the other Stockholders a Transfer Notice at least 30 days prior to the proposed Disposition of Seller's Stock. Under no circumstances may any Seller sell less than all of its Stock to any such Bona Fide Purchaser; provided, however, that so long as a Seller, together with its Affiliates, owns at least 66.67% of the shares of Common Stock which such Seller owns as of the date hereof, such Seller may, subject to Section 2.2(b) in one or more transactions, sell a portion of its Common Stock to one or more Bona Fide Purchasers, provided, further, that any such partial sale does not reduce such Seller's (together with its Affiliates') aggregate ownership of Common Stock or Preferred Stock, as the case may be, to less than 66.67% of the amount owned as of the date hereof. After the third anniversary date hereof, Astra shall be free to dispose of its Stock without complying with this Section 2.2 and free of the restrictions set forth in Section 2.1(c) hereof; provided, however, that the restriction set forth in the last sentence of Section 2.1(c) shall continue to be applicable for a period of five (5) years after the date of this Agreement.
Offer from Bona Fide Purchaser. If a Minority Stockholder (for purposes of this Section 3.2, "Seller") desires to effect the Disposition of all of its Stock to a Bona Fide Purchaser, such Seller shall deliver to the Company and to GKH a Transfer Notice at least 45 days prior to the proposed Disposition of Seller's Stock. Under no circumstances may any Seller sell less than all of its Stock to any such Bona Fide Purchaser.
Offer from Bona Fide Purchaser. If a Non-GKH Holder (for purposes of this Section 2.2, "Seller") desires to effect the Disposition of its Stock to a Bona Fide Purchaser (other than pursuant to an Exempt Disposition), such Seller shall deliver to the Company and to all of the other Stockholders a Transfer Notice at least 30 days prior to the proposed Disposition of Seller's Stock. Under no circumstances may any Seller sell less than all of its Stock to any such Bona Fide Purchaser; provided, however, that so long as a Seller, together with its Affiliates, owns at least 50% of each of the shares of Common Stock and Preferred Stock which such Seller owns as of the date hereof, such Seller may, in one or more transactions, sell a portion of its Common Stock and/or its Preferred Stock to one or more Bona Fide Purchasers, provided, further, that any such partial sale does not reduce such Seller's (together with its Affiliates') aggregate ownership of Common Stock or Preferred Stock, as the case may be, to less than 50% of the amount owned as of the date hereof.

Related to Offer from Bona Fide Purchaser

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Subsequent Purchaser Notification Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Securities (A) have not been and will not be registered under the 1933 Act, (B) are being sold to them without registration under the 1933 Act in reliance on Rule 144A or in accordance with another exemption from registration under the 1933 Act, as the case may be, and (C) may not be offered, sold or otherwise transferred except (1) to the Company, (2) outside the United States in accordance with Regulation S, or (3) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the 1933 Act.

  • Sale Purchase (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to a Purchase Agreement shall be consummated upon Funding's receipt from Xxxxxx Mae of the Xxxx of Sale and the payment by Funding to Xxxxxx Mae of the Initial Payment and the assignment to Xxxxxx Xxx of the Excess Distribution Certificate, and when consummated such sale and purchase shall be effective as of the date of the Xxxx of Sale. Xxxxxx Xxx and Funding shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement.

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

  • Qualified Purchaser Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories:

  • Certificate of Selling Stockholder A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of the Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(l) remains true and correct as of such Date of Delivery.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价,且乙方确认收到并认为该对价足够,乙方在此不可撤销地授予甲方在中国法律允许的前提下,按照甲方自行决定的行使步骤,并按照本合同第1.3条所述的价格,随时一次或多次从乙方购买或指定一人或多人(“被指定人”)从乙方购买其现在和将来所持有的丙方的全部和/或部分股权(无论乙方出资额或持股比例将来是否发生变化)的一项不可撤销的专有权(“股权购买权”)。除甲方和被指定人外,任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Certificate of Selling Shareholder At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

  • Investor The Investor must execute and deliver a Securities Purchase Agreement, and must complete a Certificate Questionnaire (in the form attached as Exhibit A hereto) and an Investor Questionnaire (in the form attached as Exhibit C hereto) in order to purchase the Securities.

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