Offer to Sell Shares Sample Clauses

Offer to Sell Shares. Except as provided in Section 1(a) of Appendix A and 1(b) of Appendix A above, if you (hereinafter referred to as the “Selling Stockholder”) shall desire to voluntarily or involuntarily Sell all or any of your Shares, you must first receive a bona fide written offer from a third party prospective purchaser to purchase such Shares and then deliver to the Company a written notice (“ROFR Notice”) containing the following information: (A) The name and address of the prospective purchaser of such Shares; (B) The number of Shares that the Selling Stockholder desires to Sell; (C) The price being offered to the Selling Stockholder and the terms of payment and any other terms and conditions of such offer; and (D) The proposed closing date for the transaction, which shall be not less than 60 nor more than 90 days after the date of delivery of the ROFR Notice. For a period of 30 days after the giving of the ROFR Notice by the Selling Stockholder, the Company shall have the option, exercisable in whole or in part by notice in writing to the Selling Stockholder, to purchase all or any portion of the Shares that are proposed to be Sold, at the lesser of: (1) the price and upon the terms and conditions set forth in the ROFR Notice; or (2) the per-share Purchase Price determined pursuant to Section 14 of the Agreement multiplied by the number of Shares to be purchased by the Company. The decision to exercise such option, and action on such option may be taken by the majority of the members of the Company’s Board of Directors (the “Board”) (exclusive of the Selling Stockholder). A failure by the Company to give written notice of exercise during such period shall be deemed a rejection by the Company of its option to purchase.
Sample 1
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Offer to Sell Shares. In the case of a proposed bona fide sale, the Notice provided in Paragraph 2 shall, except as provided in Paragraph 7 or in the case of a proposed transfer permitted by clauses (ii) through (iv) of the first sentence of Paragraph 1(b), constitute an irrevocable offer to sell such Shares to the Apollo Entities on the terms and at the price specified in this Paragraph 3 (such offer is hereinafter referred to as the "Offer to Sell"). The Offer to Sell shall be at the price and on the other terms (including any deferral of payment in whole or in part) offered by the prospective purchaser specified in the Notice, except that if the proposed sale is to be wholly or partly for consideration other than money (the term "money" being used in this Paragraph 3 to include deferred obligations to pay money), the Offer to Sell shall be at a price equal to the amount of the monetary consideration plus the fair market value (as determined in good faith by the Apollo Entities within 10 days after receipt of the Notice by the Apollo Representative), at the date of the Notice to the Corporation of the consideration other than money offered by the prospective purchaser.
Sample 1
Offer to Sell Shares. Except as otherwise provided in the Stock Purchase Agreement and Articles 1 and 2 of this Agreement, if any Stockholder shall at any time desire to sell all or any of such Stockholder's Shares, such Stockholder (the "Selling Stockholder") shall first prepare a written offer (the "Offer") to sell such Shares (the "Offered Shares") setting forth the proposed date of the sale, the proposed price per Share, and the other terms and conditions upon which the sale is proposed to be made. Such notice shall also specify whether a Third Party Purchaser (as hereinafter defined) has made an offer to acquire such Shares. The Selling Stockholder shall then transmit a copy of the Offer to eVS. Within two (2) business days of receipt of the Offer, eVS shall transmit a copy of the Offer to the Stockholders other than the Selling Stockholder.
Sample 1
Offer to Sell Shares. In the case of a proposed bona fide sale -------------------- pursuant to Paragraph 1(a)(i) above, the Notice provided in Paragraph 2 shall constitute an irrevocable offer by APL to sell such APL Shares to the Company or Coyote on the terms and at the price specified in this Paragraph 3 (such offer is hereinafter referred to as the "Offer to Sell," and the APL Shares offered in the Offer to Sell are hereinafter referred to as the "Offered Shares"). The Offer to Sell shall be at a price and on other terms (including any deferral of payment in whole or in part) no less favorable to the Company and Coyote than the price and other terms offered by the prospective purchaser specified in the Notice, except that if the proposed sale is to be wholly or partly for ------ consideration other than money (the term "money" being used in this Paragraph 3 to include deferred obligations to pay money), the Offer to Sell shall be at a price equal to the amount of the net monetary consideration plus the fair market value (as determined in good faith by the Board of Directors within ten (10) days after receipt of the Notice by the Company), at the date of the Notice, of any consideration other than money offered by the prospective purchaser.
Sample 1
Offer to Sell Shares. If the Transferee shall at any time receive a bona fide written offer from a third person (the "Third Person") for the purchase of any amount of Common Stock (the "Offered Stock") owned by the Transferee, then the Transferee shall (a) notify the Company of the Third Person's offer, setting forth in reasonable detail its terms and conditions and identifying the Third Person, its principals and affiliates, if applicable, (the "Transferee's Notice") and (b) give a right of first refusal to the Company to purchase the Offered Stock on the same terms and conditions as are set forth in the Third Person's offer.
Sample 1
Offer to Sell Shares. Except as otherwise provided herein, if any Shareholder shall at any time desire to sell all or any of such Shareholder’s Shares, such Shareholder (the “Selling Shareholder”) shall first prepare a written offer (the “Offer”) to sell such Shares (the “Offered Shares”) setting forth the proposed date of the sale, the proposed price per Share, and the other terms and conditions upon which the sale is proposed to be made. Such notice shall also specify whether a Prospective Purchaser has made an Offer to acquire such Shares. The Selling Shareholder shall then transmit a copy of the Offer to Company. Within five (5) Business Days of receipt of the Offer, Company shall transmit a copy of the Offer to the Significant Shareholders other than the Selling Shareholder.
Sample 1
Offer to Sell Shares. In the case of a proposed bona fide sale -------------------- pursuant to Paragraph 1(a)(i) above, the Notice provided in Paragraph 2 shall constitute an irrevocable offer by the Management Shareholder who delivers the Notice to sell such Management Shares to the Company, Coyote and the other Management Shareholders on the terms and at the price specified in this Paragraph 3 (such offer is hereinafter referred to as the "Offer to Sell," a Management Shareholder making an Offer to Sell is hereinafter referred to as the "Offeror-Shareholder", Coyote and the other Management Shareholders to whom the Offer to Sell is being made are hereinafter referred to as the "Offerees", and the Management Shares offered in the Offer to Sell are hereinafter referred to as the "Offered Shares"). The Offer to Sell shall be at a price and on other terms (including any deferral of payment in whole or in part) no less favorable to the Company and the Offerees than the price and other terms offered by the prospective purchaser specified in the Offeror-Shareholder's Notice, except that ------ if the proposed sale is to be wholly or partly for consideration other than money (the term "money" being used in this Paragraph 3 to include deferred obligations to pay money), the Offer to Sell shall be at a price equal to the amount of the net monetary consideration plus the fair market value (as determined in good faith by the Board of Directors within ten (10) days after receipt of the Notice by the Company), at the date of the Offeror-Shareholder's Notice, of any consideration other than money offered by the prospective purchaser.
Sample 1
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Offer to Sell Shares. Except as otherwise provided in the Stock Purchase Agreement or in this Agreement, if a Stockholder desires to transfer any Shares to a third party (the “Offeror”), whether or not the Offeror is a Stockholder, such Stockholder (the "First Selling Stockholder") will deliver a written notice (the "Primary Sale Notice") to Company with respect to the proposed sale of such Shares (the "Offered Shares") stating in reasonable detail, the number of shares to be transferred, the identity of the prospective purchaser(s) and the terms and conditions of the proposed sale. Within five (5) days of Company's receipt of the Primary Sale Notice, Company will transmit a copy of the Primary Sale Notice to all Stockholders other than the First Selling Stockholder (collectively, the "Offeree Stockholders"). Transmittal of the Primary Sale Notice to Company will constitute an offer by the First Selling Stockholder to sell the Offered Shares to both Company and the Offeree Stockholders in accordance with this Article 2.
Sample 1

Related to Offer to Sell Shares

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein.

  • Offer to Purchase (a) An “Offer to Purchase” means an offer by the Company to purchase Notes as required by this Indenture. An Offer to Purchase must be made by written offer (the “offer”) sent to the Holders. The Company will notify the Trustee in writing at least 15 days (or such shorter period as is acceptable to the Trustee) prior to sending the offer to Holders of its obligation to make an Offer to Purchase, and the offer will be sent by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

  • Agreement Not to Offer or Sell Additional Shares During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in the sole discretion of the Representatives), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit or compensation plans, including any proposed amendments thereto, described in the Prospectus); or (viii) publicly announce the intention to do any of the foregoing. The foregoing shall not apply to (a) the Shares to be sold in this offering, (b) issuances of Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options outstanding as of the date hereof and described in the Prospectus, (c) issuances of Common Stock or grants of employee stock options, restricted stock or other incentive compensation pursuant to the terms of any employee benefit or compensation plan, including any proposed amendments thereto, described in the Prospectus, or issuances of Shares or Related Securities pursuant to the exercise of such options or the vesting of restricted stock or (d) the issuance by the Company of Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of clause (d), recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit E hereto and the sum of the aggregate number of Shares or Related Securities so issued shall not exceed 5% of the total outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares. If (i) during the last 17 days of the 90-day initial lock-up period, the Company issues an earnings release or discloses material news or a material event relating to the Company occurs, or (ii) prior to the expiration of such period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the disclosure of the material news or occurrence of the material event, as applicable, unless the Representatives waive, in writing, such extension (which waiver may be withheld in the sole discretion of the Representatives); provided, however, that such extension shall not apply if (i) the Company’s securities are “actively traded securities” (as defined in Regulation M of the Exchange Act), (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Conduct Rule 2711(f)(4), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) are not applicable to any research reports relating to the Company published or distributed by any of the Underwriters during the 15 days before or after the last day of the Lock-up Period (before giving effect to such extension). The Company will provide the Representatives with prior notice of any such announcement that gives rise to an extension of the Lock-up Period.

  • Settlement Shares With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

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