PARALLEL EXIT Sample Clauses

PARALLEL EXIT. No Insider Shareholders will participate as a seller in any Subject Sale, including, but not limited to, a sale to the Company, without causing the purchaser in such Subject Sale to offer each of the Investors the opportunity to participate in such Subject Sale on the same terms and conditions and on a pro rata basis as Insider Shareholders with respect to shares of Common Stock (and rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) held by such Investors. Each of the Investors who elect to participate in such Subject Sale shall be entitled to sell his Pro Rata Share of the number of shares the purchaser is willing to purchase. Provided, however, in the event a participating shareholder chooses not to sell his entire Pro Rata Share, the other participating shareholders shall have the right to sell their Adjusted Pro Rata Share of the shares of Common Stock which the participating shareholder does not choose to sell. Each Insider Shareholder shall give each Investor at least ten (10) days prior written notice of any Subject Sale. Each Investor should provide the Company with the number of Fully-Diluted Shares which the Investor desires to sell as part of the Subject Sale at least two days prior to the Subject Sale. Each Insider Shareholder participating in such sale must then sell all shares offered by all Investors as part of the Subject Sale as a condition to complete such Subject Sale.

PARALLEL EXIT. No Partner (including any transferee or assignee)or any Family Member or trust established for the benefit of a Family Member which has received Units from a Partner (a "Transferee"), may sell any of their Units without first offering to all of the Limited Partners (including any Additional Limited Partners), the right to participate in such transfer, on a pro rata basis, on the same terms and conditions as the proposed sale by the Partner or Transferee seeking to transfer Units. Before making any sale the Partner or any Transferee shall provide each of the other Limited Partners and any Additional Limited Partners with written notice of the date and terms of the proposed sale and each of the other Limited Partners and the Additional Limited Partners shall each have the right to sell his or her Units or other Limited Partnership interests pursuant to such sale in an amount equal to the Units subject to purchase, multiplied by a fraction, the numerator of which shall be the Ownership Percentage Interests held by such Limited Partner or Additional Limited Partner, as the case may be, and the denominator of which is the total amount of the Ownership Percentage Interests held by all the Partners electing to participate in such sale. Any Limited Partner or Additional Limited Partner who elects to participate in such sale, shall be required to irrevocably make its election within four business days of receipt of written notice from the Limited Partner or Transferee. Notwithstanding the foregoing, any purchase of less than all of the Units elected to be sold as provided above, shall be made from all parties participating in the sale, pro rata, based on the number of Units to be sold by each. The provisions of this Section 8.5 will not apply to any involuntary sale of Units, such as a sale under the terms of a pledge or security agreement, nor does this provision apply to any transfer to a Family Member of a Limited Partner or a trust established for the benefit of a Family Member of a Limited Partner.

PARALLEL EXIT. So long as any Standard Fire Shareholder holds any Standard Fire Shares, any Management Shareholder who wishes to Transfer Management Shares at any time on or after the second and prior to the fourth anniversary of the Closing Date, other than pursuant to a Public Offering, to any Unrelated Third Party (the "Transferee") shall follow the procedures set forth in, and such Transfer shall be conditioned upon compliance with, this section 2.3.

PARALLEL EXIT. Subject to Section 2(g), no Shareholder will effect a Sale, other than (i) a Sale by WRV to a Purchaser (as later defined herein) where WRV has elected to exercise its drag-along rights specified in Section 2(d) and has provided a Drag-Along Notice (as later defined herein) to Capricorn, (ii) a Public Sale or (iii) a Sale in "brokers' transactions" (as defined in Rule 144 under the Securities Act) pursuant to Rule 144 under the Securities Act, unless, prior to such Sale: i. At least 30 days prior to the date of the proposed Sale, the Shareholder wishing to effect a Sale (the "Offeror") shall have given to the other Shareholder (the "Offeree") notice (the "Tag-Along Notice") of the Offeror's intention to effect the Sale. The Tag-Along Notice shall set forth (x) the amount of Common Shares that the Offeror desires to include in the Sale, (y) the principal terms of the Sale, including the name of the proposed transferee(s) (if known), the price at which such Common Shares are intended to be sold and such other information with respect to such Sale as the Offeree shall reasonably request, and (z) an offer (the "Tag-Along Offer") from the Offeror to the Offeree to cause to be included in the Sale, on terms and conditions substantially identical to those on which the Offeror shall effect the Sale of its Common Shares and not materially less favorable to such Offeree than the terms and conditions set forth in the Tag- Along Notice, an amount of Common Shares determined in accordance with Section 2(c)(iii) hereof. ii. An Offeree, who shall not have accepted the Tag-Along Offer by notice in writing delivered to the Offeror within a period of 20 days from the date of delivery of the Tag-Along Notice, shall be deemed to have waived all of its rights under this Section 2(c) with respect to the Sale of Common Shares described in such Tag-Along Notice; and the Offeror shall thereafter be free, for a period of 120 days, to effect the Sale to the Person(s) named in the Tag-Along Notice, at a price no greater than the price set forth in the Tag-Along Notice and on terms not materially more favorable to them than those set forth therein, without any further obligation to such Offeree under this Section 2(c). iii. An Offeree who shall have accepted the Tag-Along Offer by notice in writing delivered to the Offeror within a period of 20 days from the date of delivery of the Tag-Along Notice (a "Participating Offeree") shall be entitled to include in the Sale described in the T...

PARALLEL EXIT. No Stockholder (including any transferee or assignee) or any Family Member or trust established for the benefit of a Family Member which has received Shares from a Stockholder (a “Transferee”), may sell any of their Shares without first offering to all of the Stockholders (other than Xxxx and Xxxxxx), the right to participate in such transfer, on a pro rata basis, on the same terms and conditions as the proposed sale by the Stockholder or Transferee seeking to transfer Shares. Before making any sale the Stockholder or any Transferee shall provide each of the other Stockholders (other than Xxxx and Xxxxxx) with written notice of the date and terms of the proposed sale and each of the other Stockholders shall each have the right to sell his or her Shares pursuant to such sale in an amount equal to the Shares subject to purchase, multiplied by a fraction, the numerator of which shall be the number of Shares held by such Stockholder, and the denominator of which is the total number of Shares held by all the Stockholders electing to participate in such sale. Any Stockholder who elects to participate in such sale, shall be required to irrevocably make its election within four business days of receipt of written notice from the Stockholder or Transferee. Notwithstanding the foregoing, any purchase of less than all of the Shares elected to be sold as provided above, shall be made from all parties participating in the sale, pro rata, based on the number of Shares to be sold by each. The provisions of this Section 4.5 will not apply to any Permitted Transfer.

Related to PARALLEL EXIT

C-TPAT In connection with providing Goods and Services to AGILENT, Seller shall comply with Customs-Trade Partnership Against Terrorism (C- TPAT) or equivalent supply chain security measures. When requested by AGILENT, Seller shall demonstrate compliance by providing certification thereof to AGILENT.
Local Health Integration Networks and Restructuring In the event of a health service integration with another service provider the Employer and the Union agree to meet. (a) The Employer shall notify affected employees and the Union as soon as a formal decision to integrate is taken. (b) The Employer and the Union shall begin discussions concerning the specifics of the integration forthwith after a decision to integrate is taken. (c) As soon as possible in the course of developing a plan for the implementation of the integration the Employer shall notify affected employees and the Union of the projected staffing needs, and their location.
COSTS DISTRIBUTED THROUGH COUNTYWIDE COST ALLOCATIONS The indirect overhead and support service costs listed in the Summary Schedule (attached) are formally approved as actual costs for fiscal year 2022-23, and as estimated costs for fiscal year 2024-25 on a “fixed with carry-forward” basis. These costs may be included as part of the county departments’ costs indicated effective July 1, 2024, for further allocation to federal grants and contracts performed by the respective county departments.
FRAMEWORK AGREEMENT MANAGEMENT The Parties shall manage this Framework Agreement in accordance with Schedule 14 (Framework Management).
Effective Date Term Termination and Disconnection 3.1 Effective Date This Agreement shall become effective upon execution by all Parties.
Printing of Collective Agreement The Hospital and Union agree that the cost of printing the collective agreements will be shared equally between the parties. The Union will be responsible for having the collective agreements printed in booklet format within sixty (60) days of its signing by both parties.
Please see the current Washtenaw Community College catalog for up-to-date program requirements Conditions & Requirements
Title, Management and Disposition of REO Property In the event that title to any Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be taken, pursuant to a limited power of attorney in the form attached hereto as Exhibit H, in the name of the Trustee or its nominee (which in no event shall be the Special Servicer) in trust for the benefit of the Certificateholders, or in the event the Trustee is not authorized or permitted to hold title to real property in the state where the REO Property is located, or would be adversely affected under the “doing business” or tax laws of such state by so holding title, the deed or certificate of sale shall be taken in the name of such Person or Persons as shall be consistent with an Opinion of Counsel obtained by the Special Servicer (with a copy delivered to the Trustee) from any attorney duly licensed to practice law in the state where the REO Property is located. Any such Opinion of Counsel will be deemed a Servicing Advance, reimbursable to the Special Servicer in accordance with Section 3.04. The Person or Persons holding such title other than the Trustee shall acknowledge in writing that such title is being held as nominee for the Trustee. The Special Servicer shall manage, conserve, protect and operate each REO Property for the Trustee solely for the purpose of its prompt disposition and sale. The Special Servicer, either itself or through an agent selected by the Special Servicer, shall manage, conserve, protect and operate the REO Property in the same manner that it manages, conserves, protects and operates other foreclosed property for its own account, and in the same manner that similar property in the same locality as the REO Property is managed. The Special Servicer shall attempt to sell the same (and may temporarily rent the same for a period not greater than one year, except as otherwise provided below) on such terms and conditions as the Special Servicer deems to be in the best interest of the Trustee and the Certificateholders. In the event that the Trust Fund acquires any REO Property in connection with a default or imminent default on a Transferred Mortgage Loan, the Special Servicer shall dispose of such REO Property not later than the end of the third taxable year after the year of its acquisition by the Trust Fund unless the Special Servicer has applied for and received a grant of extension from the Internal Revenue Service (and provide a copy of the same to the Master Servicer and the Trustee) to the effect that, under the REMIC Provisions and any relevant proposed legislation and under applicable state law, the applicable Trust REMIC may hold REO Property for a longer period without adversely affecting the REMIC status of such REMIC or causing the imposition of a federal or state tax upon such REMIC and has notified the Master Servicer and the Trustee of such extension by providing a copy of the application and the grant of such extension to the Trustee and the Master Servicer. If the Special Servicer has received such an extension (and provided a copy of the same to the Master Servicer and the Trustee), then the Special Servicer shall continue to attempt to sell the REO Property for its fair market value for such period longer than three years as such extension permits (the “Extended Period”). If the Special Servicer has not received such an extension and the Special Servicer is unable to sell the REO Property within the period ending three months before the end of such third taxable year after its acquisition by the Trust Fund or if the Special Servicer has received such an extension, and the Special Servicer is unable to sell the REO Property within the period ending three months before the close of the Extended Period, the Special Servicer shall, before the end of the three-year period or the Extended Period, as applicable, (i) purchase such REO Property at a price equal to the REO Property’s fair market value or (ii) auction the REO Property to the highest bidder (which may be the Special Servicer) in an auction reasonably designed to produce a fair price prior to the expiration of the three-year period or the Extended Period, as the case may be. The Trustee shall sign any document reasonably requested by, and at the expense of, the Special Servicer, or take any other action reasonably requested by the Special Servicer which would enable the Special Servicer, on behalf of the Trust Fund, to request such grant of extension. In all cases, the disposition of REO Property shall be carried out by the Special Servicer at such price, and upon such terms and conditions, as the Servicer deems to be in the best interests of the Trust Fund. Notwithstanding any other provisions of this Agreement, no REO Property acquired by the Trust Fund shall be rented (or allowed to continue to be rented) or otherwise used by or on behalf of the Trust Fund in such a manner or pursuant to any terms that would: (i) cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code; or (ii) subject any Trust REMIC to the imposition of any federal income taxes on the income earned from such REO Property, including any taxes imposed by reason of Sections 860F or 860G(c) of the Code, unless the Special Servicer has agreed to indemnify and hold harmless the Trust Fund with respect to the imposition of any such taxes. The Special Servicer shall also maintain on each REO Property fire and hazard insurance with extended coverage in amount which is at least equal to the maximum insurable value of the improvements which are a part of such property, liability insurance and, to the extent required and available under the Flood Disaster Protection Act of 1973, as amended, flood insurance in the amount required above. The proceeds of sale of the REO Property shall be promptly deposited in the Custodial Account. As soon as practical thereafter the expenses of such sale shall be paid and the Special Servicer shall reimburse itself for any related unreimbursed Servicing Advances, unpaid Servicing Fees, unreimbursed Monthly Advances made pursuant to this Section or Section 4.03 or the REO Disposition Fee. The Special Servicer shall make advances of all funds necessary for the proper operation, management and maintenance of the REO Property, including the cost of maintaining any hazard insurance pursuant to Section 3.10, such advances to be reimbursed from the disposition or liquidation proceeds of the REO Property. The Special Servicer shall make monthly distributions on each Remittance Date to the Master Servicer of the net cash flow from the REO Property (which shall equal the revenues from such REO Property net of the expenses described in this Section 3.17 and of any reserves reasonably required from time to time to be maintained to satisfy anticipated liabilities for such expenses).
Reorganization and Master/Feeder (a) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships, limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act and that, in any case, is formed, organized or existing under the laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause the Shares to be exchanged under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets of the Trust or any Series or Class to another Series or Class of the Trust or to another trust, partnership, limited liability company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law) (including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other business entity is an open-end management investment company under the 1940 Act and, in the case of any trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance, may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined by the Trustees that may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent of the Trust or any affected Series or Class, and that may include Shares of such other Series or Class of the Trust or shares of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation or other business entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the Trust or any Series or Class. Any certificate of merger, certificate of conversion or other applicable certificate may be signed by any one (1) Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid. (b) Pursuant to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section 8.3 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if the Trust is the surviving or resulting entity in the merger or consolidation. (c) Notwithstanding anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required by the 1940 Act, invest all or a portion of the Trust Property or the Trust Property of any Series, or dispose of all or a portion of the Trust Property or the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust (formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval unless such approval is required by the 1940 Act, cause the Trust or any Series that is organized in the master/feeder fund structure to withdraw or redeem its Trust Property from the master fund and cause the Trust or such Series to invest its Trust Property directly in securities and other financial instruments or in another master fund.
Advisory Management and Distribution Arrangements 4.1 Advisory and Management Arrangements. Subject to the requirements of applicable law as in effect from time to time, the Trustees may in their discretion from time to time enter into advisory, administration or management contracts (including, in each case, one or more sub-advisory, sub-administration or sub-management contracts) whereby the other party to any such contract shall undertake to furnish the Trustees such advisory, administrative and management services, with respect to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine. Notwithstanding any provisions of this Declaration, the Trustees may authorize any advisor, administrator or manager (subject to such general or specific instructions as the Trustees may from time to time adopt) to effect investment transactions with respect to the assets on behalf of the Trustees to the full extent of the power of the Trustees to effect such transactions or may authorize any officer, employee or Trustee to effect such transactions pursuant to recommendations of any such advisor, administrator or manager (and all without further action by the Trustees). Any such investment transaction shall be deemed to have been authorized by all of the Trustees.

PARALLEL EXIT Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Related to PARALLEL EXIT