Participation in Sales Sample Clauses

Participation in Sales. If Dxxxx Xxxxx arranges to obtain any of the $16 million letter of credit or the $10 million letter of credit or the cash or cash equivalents in whole or in part by means of selling interests in the Companies, then Dxxxx Xxxxx shall provide notice thereof to Dallas Price, and Dallas Price shall provide Dxxxx Xxxxx with fifty percent (50%) of the amount of such interests, in kind, to be sold; provided, however, that Dallas Price obtains a secondary security interest in any such funds so as to be assured of recovery thereof upon their release by the AGC Lenders.
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Participation in Sales. In the event that any person or group (as such term is defined in Section 13(d) of the Securities Exchange Act of 1934, as amended) desires to acquire all or substantially all of the capital stock of the Company, whether directly or indirectly, and (i) the Board approves such transaction and recommends it to the stockholders of the Company and (ii) a majority of the Stockholders approves such transaction, each Stockholder agrees to sell to such third party on the terms offered by such third party, a portion of the Shares owned by such Stockholder equal to the percentage of all the Shares to be acquired by such third party, and to execute all documents reasonably necessary to effectuate such sale.
Sample 1
Participation in Sales. 3.3.1. TAKE-ALONG RIGHT. In the event that a Founder (the "Offeree") receives a bona fide offer from a third party or parties other than the Company or any other Stockholder (the "Third Party Buyer") to purchase any of the Shares owned by the Offeree (the "Take-Along Shares"), for a specified price payable in cash or otherwise and on specified terms and conditions (the "Offer"), and the Offeree proposes to sell or otherwise transfer the Take-Along Shares to the Third Party Buyer pursuant to the Offer, each Qualified Stockholder shall have the right to sell to the Third Party Buyer, at the same price per Share and on the same terms and conditions as stated in the Offer, up to the number of Shares equal to the Take-Along Shares multiplied by a fraction, the numerator of which is the aggregate number of Shares owned by such Qualified Stockholder (calculated on a fully diluted, as converted to Common Stock basis) and the denominator shall be the aggregate number of Shares held by all stockholders (calculated on a fully-diluted, as converted to Common Stock basis), provided, however, that if the prospective third-party purchaser objects to the delivery of any series of Preferred Stock in lieu of Common Stock, such selling Qualified Stockholder shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in this Section 3.3.1. The Company agrees to make any such conversion concurrent with the actual transfer of such shares to the purchaser and contingent on such transfer; and provided further, that such rights of the Qualified Stockholders granted pursuant to this 3.3.1 shall not apply to the transfer or transfers by a Founder of up to 100,000 Shares in the aggregate (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalization events) (a "Permitted Transfer"), provided that, such Shares transferred pursuant to a Permitted Transfer shall remain subject to this Agreement and such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement.
Sample 1
Participation in Sales. (a) If, following the Selling Shareholder's compliance with the provisions of Section 3 hereof, there are any Offered Shares that remain to be sold to a Proposed Transferee, then, prior to and as a condition of such sale by the Selling Shareholder (the "`Section 4 Selling Shareholder") to the Proposed Transferee, each other Shareholder shall have the right to sell to the Proposed Transferee, at the same effective price per share on an as-converted basis into shares of Common Stock and on the same terms and conditions as involved in such sale by the Section 4 Selling Shareholder, a pro rata portion of the amount of Shares proposed to be sold to the Proposed Transferee by the Section 4 Selling Shareholder. The "pro rata portion" of Shares which each Shareholder shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Shares proposed to be sold to the Proposed Transferee by the Section 4 Selling Shareholder multiplied by a fraction, the numerator of which shall be the number of Shares then owned by such Shareholder wishing to participate in the sale, and the denominator of which shall be the aggregate number of Shares then owned by the Section 4 Selling Shareholder and all other Shareholders wishing to participate in any sale under this Section 4.
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Participation in Sales 
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Related to Participation in Sales

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • Company Participation Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Participation in Public Offering No Shareholder may participate in any Public Offering hereunder unless such Shareholder (a) agrees to sell such Shareholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of registration rights.

  • No Participation in Management No Limited Partner (other than a General Partner if it has acquired an interest of a Limited Partner) shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

  • Joint Participation in Drafting Each party to this Agreement has participated in the negotiation and drafting of this Agreement and the other Transaction Documents. As such, the language used herein and therein shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party to this Agreement.

  • Participation in Other Plans Nothing contained in this Agreement shall be construed to alter, abridge, or in any manner affect the rights and privileges of the Executive to participate in and be covered by any pension, profit-sharing, group insurance, bonus or any other employee plan or plans which the Corporation may have or hereafter have.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Equity Participation This Warrant is issued in connection with the Loan Agreement. It is intended that this Warrant constitute an equity participation under and pursuant to T.C.A. ss.47-24-101, et seq. and that such equity participation be perxxxxxx xxder said statutes and not constitute interest on the Note. If under any circumstances whatsoever, fulfillment of any obligation of this Warrant, the Loan Agreement, or any other agreement or document executed in connection with the Loan Agreement, shall violate the lawful limit of any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled shall be reduced to such lawful limit, such that in no event shall there occur, under this Warrant, the Loan Agreement, or any other document or instrument executed in connection with the Loan Agreement, any violation of such lawful limit, but such obligation shall be fulfilled to the lawful limit. If any sum is collected in excess of the lawful limit, such excess shall be applied to reduce the principal amount of the Note.

  • Voluntary Participation The Grantee’s participation in the Plan is voluntary. The value of the Restricted Stock Units is an extraordinary item of compensation. Unless otherwise expressly provided in a separate agreement between the Grantee and the Company or a Subsidiary, the Restricted Stock Units are not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

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