Participation Offer Sample Clauses

Participation Offer. (a) Subject to the terms and provisions of this Article III, if JCM shall hereafter acquire, and shall determine to exercise, any right (an "Acquisition Right") to acquire any Equity Securities or any Rights to acquire any Equity Securities of any Covered Issuer from such Covered Issuer or any third-party which is not a Related Party or Affiliate of JCM (collectively, "Subject Securities"), other than an Exempt Acquisition Right, JCM shall promptly notify the Xxxxxxx Group Representative of such Acquisition Right and shall either offer or cause such Covered Issuer or third party to offer to the Xxxxxxx Group (a "Participation Offer"), in the manner hereinafter set forth, the opportunity to acquire, collectively and on economic terms on a per share or per security basis that are substantially identical to those offered to JCM, up to, but in no event more than the number or amount (as appropriate) of Subject Securities equal to the product obtained by multiplying the total number or amount (as appropriate) of such Subject Securities as to which JCM exercises such Acquisition Right by a fraction the numerator of which is the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxxx Group as of the date the applicable Participation Notice is given and the denominator of which is the sum of (i) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxxx Group as of such date plus (ii) the total number of High Vote Shares Beneficially Owned by any and all members of the Xxxxxx Group as of such date. If, when and to the extent the options to acquire shares of TCI capital stock created in favor of JCM by the June 16 Stock Transaction (as defined in the Settlement Agreement) are exercised, they shall collectively constitute an Acquisition Right subject to this Article III, but the number of shares which are Subject Shares with respect to such Acquisition Right shall be reduced by the number of TCI Low Vote Shares that the Xxxxx Estate has the right to exchange pursuant to numbered paragraph 24 of the Settlement Agreement. The term Acquisition Right includes any right of JCM (if and to the extent exercised) to acquire Equity Securities of a Covered Issuer in connection with a "going private" transaction involving that Covered Issuer. (b) The Xxxxxxx Group may exercise in whole or in part its rights under Section 3.1(a) with respect to any Acquisition Right. Subject to the terms and conditions set fort...
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Participation Offer. After the date hereof, except as provided in Section 13(c), the Company shall not issue or sell any: (a) shares of capital stock of the Company; (b) securities convertible into or carrying any rights to purchase capital stock of the Company; or (c) options, warrants or other rights to subscribe for, purchase or otherwise acquire any capital stock of the Company; unless the Company first submits a written offer (the “Participation Offer”) to each of the holders of Convertible Preferred Stock to permit such holders to participate in the purchase of such securities on the same terms and conditions, including price, as proposed by the Company in connection with such an issuance or sale.
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Participation Offer. If any Co-Seller elects not to Transfer all or any portion of his Common Stock pursuant to a Significant Sale, the other Co-Sellers shall have the right, on a pro rata basis, to sell additional shares of Common Stock such that the Co-Sellers, in the aggregate, sell all shares of Common Stock permitted pursuant to this Section 4.1 (provided that the HMC Shareholders shall have no obligation to provide any notice to such other Co-Sellers other than the original Participation Offer).
Sample 1
Participation Offer. Except as provided in Section 2.1(c), if any Stockholder or any Affiliate thereof (other than the Company or a Subsidiary), or if the Company, proposes to sell or otherwise transfer for value shares of the Common Stock or Common Stock Equivalents (each such Stockholder, each such Affiliate thereof and the Company being referred to herein as a "TRANSFEROR"), which shares of the Common Stock or Common Stock Equivalents: (i) in the case of any sale or other transfer for value by any Transferor other than the Company, together with all shares of the Common Stock or Common Stock Equivalents sold or otherwise transferred for value, whether in one transaction or in a series of related transactions, by such Transferor and all other Transferors (other than the Company), constitute at least 10% of the Fully Diluted Common Stock, or (ii) in the case of any sale or other transfer for value by any Transferor (including the Company), together with all shares of the Common Stock or Common Stock Equivalents sold or otherwise transferred for value, whether in one transaction or in a series of related transactions, by such Transferor and all other Transferors (including the Company), constitute at least 30% of the Fully Diluted Common Stock, then such Transferor shall offer (the "PARTICIPATION OFFER") to include in the proposed sale or other transfer a number of shares of Common Stock or Common Stock Equivalents (regardless of whether such securities are of the same class being sold or otherwise transferred by the Transferor) designated by each Tagalong Holder, not to exceed, in respect of such Tagalong Holder, the number of shares equal to the product of (y) the aggregate number of shares of Common Stock or Common Stock Equivalents to be sold or otherwise transferred by the Transferor to the proposed transferee and (z) a fraction, the numerator of which shall be the number of shares of Fully Diluted Common Stock held by such Tagalong Holder and the denominator of which shall be the number of shares of Fully Diluted Common Stock held by the Transferor and all Tagalong Holders. The Transferor shall give written notice to each Tagalong Holder of the Participation Offer (the "PARTICIPATION OFFER NOTICE") at least 30 days prior to the proposed sale or other transfer. The Participation Offer Notice shall specify the proposed transferee, the number of shares of Common Stock or Common Stock Equivalents to be sold or otherwise transferred to such transferee, the amount and type of ...
Sample 1
Participation Offer. Notwithstanding the foregoing, if the transferee refuses to purchase any Common Stock and/or Common Stock Equivalents, if applicable, proposed to be sold by each Option Holder that accepts the Participation Offer, the Transferor shall be prohibited from consummating the transfer in respect of which the Participation Offer was made.
Sample 1
Participation Offer. To the extent applicable, a Commercial Project Notice shall be accompanied with an express offer (the “Participation Offer”) to the Participating Party to participate in such Proposed Commercial Project at a price (the “Offered Participation Price”) per equity unit or share not greater than the lowest price being paid therefor by any other Person, including the Primary Party, participating as an equity holder in such Proposed Commercial Project, and subject to the most favorable terms and conditions (the “Offered Participation Terms”) applicable to any other Person (other than, in the case of the Company, any payment of license fees and royalties, regardless of how structured or arranged, how such payments are made, including as a Carried Interest, or the form of consideration to be paid), including the Primary Party, participating as an equity holder in such Proposed Commercial Project; provided that with respect to any Company Commercial Project, the Investors shall not be subject to a Carried Interest and the license fees and royalties applicable to the Investors’ proportionate interest in the Commercial Project shall not exceed the license fees and royalties applicable to an Investors Capped Project. To the extent required by applicable law or not unduly burdensome to the Primary Party, the Participation Offer shall be accompanied by an offering circular, offering document, prospectus or similar document complying, if applicable, with such law, setting forth all of the material terms of a participation in the Proposed Commercial Project.
Sample 1
Participation Offer. The Participation Offer shall describe the terms and conditions of the proposed Tag-Along Transaction and shall be conditioned upon (i) the consummation of the transactions contemplated in the Participation Offer with the transferee named therein, and (ii) each Tag-Along Participating Stockholders' execution and delivery of all agreements and other documents as the Tag-Along Selling Stockholders are required to execute and deliver in connection with such Tag-Along Transaction; provided, however, that the Tag-Along Participating Stockholders shall not be required to make any representations or warranties with respect to other Tag-Along Participating Stockholders as to (A) such other Tag-Along Participating Stockholders' ownership of their Shares to be sold or transferred, (B) such other Tag-Along Participating Stockholders' power and authority to effect such transfer, and (C) matters pertaining to compliance with securities laws by other Tag-Along Participating Stockholders. If any Tag-Along Participating Stockholder accepts the Participation Offer, the Tag-Along Selling Stockholder shall reduce, to the extent necessary, the number of Shares it otherwise would have sold in the proposed transfer so as to permit those Tag-Along Participating Stockholders who have accepted the Participation Offer to sell the number of Shares that they are entitled to sell under this Section 3.4, and the Tag-Along Selling Stockholder and such Tag-Along Participating Stockholders shall transfer the number of Shares specified in the Participation Offer to the proposed transferee in accordance with the terms of such transfer set forth in the Participation Offer.
Sample 1
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Participation Offer. Any written notification from a Selling Partner, who desires to sell all or any portion of his Partnership Interest to a non-affiliated third party purchaser, delivered pursuant to Section 7.1(c)(i), shall also contain an offer (the “Participation Offer’’) to each remaining Partner (each, a “Non-Selling Partner”) of the right, but not the obligation, to sell to the nonaffiliated third party purchaser pursuant to any bona fide offer (the ‘‘Third Party Offer”) a pro rata portion of the Partnership Interest to be sold pursuant to the Third Party Offer, for the same consideration (pro rata in accordance with their Partnership Interests) to be received by the Selling Partner.
Sample 1

Related to Participation Offer

  • Company Participation Subject to Section B.5, 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.

  • Extension Offers (a) The Borrower may on one or more occasions, by written notice to the Administrative Agent, make one or more offers (each, an “Extension Offer”) to all the Lenders of one or more Classes (each Class subject to such an Extension Offer, an “Extension Request Class”) to make one or more Extension Permitted Amendments pursuant to procedures reasonably specified by the Administrative Agent and reasonably acceptable to the Borrower. Such notice shall set forth (i) the terms and conditions of the requested Extension Permitted Amendment and (ii) the date on which such Extension Permitted Amendment is requested to become effective (which shall not be less than 10 Business Days nor more than 30 Business Days after the date of such notice, unless otherwise agreed to by the Administrative Agent). Extension Permitted Amendments shall become effective only with respect to the Loans and Commitments of the Lenders of the Extension Request Class that accept the applicable Extension Offer (such Lenders, the “Extending Lenders”) and, in the case of any Extending Lender, only with respect to such Lender’s Loans and Commitments of such Extension Request Class as to which such Lender’s acceptance has been made. (b) An Extension Permitted Amendment shall be effected pursuant to an Extension Agreement executed and delivered by Xxxxx 0, the Borrower, each applicable Extending Lender and the Administrative Agent; provided that no Extension Permitted Amendment shall become effective unless (i) no Default or Event of Default shall have occurred and be continuing on the date of effectiveness thereof, (ii) on the date of effectiveness thereof, the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and (iii) Xxxxx 0 and the Borrower shall have delivered to the Administrative Agent such legal opinions, board resolutions, secretary’s certificates, officer’s certificates and other documents as shall reasonably be requested by the Administrative Agent in connection therewith. The Administrative Agent shall promptly notify each Lender as to the effectiveness of each Extension Agreement. Each Extension Agreement may, without the consent of any Lender other than the applicable Extending Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to give effect to the provisions of this Section, including any amendments necessary to treat the applicable Loans and/or Commitments of the Extending Lenders as a new “Class” of loans and/or commitments hereunder.

  • Participation in Public Offering No Person may participate in any Public Offering hereunder unless such Person (a) agrees to sell such Person’s 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.

  • Public Participation 79. This Consent Decree shall be lodged with the Court for a period of not less than 30 Days for public notice and comment in accordance with 28 C.F.R. ' 50.

  • Participation Contributor will participate in any Work Groups (defined in the Policy) identified above, and any other Work Groups that it actually participates in or notifies ODIF that it wants to participate in, according to the rules and procedures in the then-current OpenID Process Document (“Process Document”), which is fully incorporated into this Agreement by this reference, and subject to the Policy.

  • L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. (b) Upon becoming aware of any amount required to be paid by any L/C Participant to the Issuing Lender pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by the Issuing Lender under any Letter of Credit, the Issuing Lender shall notify each L/C Participant of the amount and due date of such required payment and such L/C Participant shall pay to the Issuing Lender the amount specified on the applicable due date. If any such amount is paid to the Issuing Lender after the date such payment is due, such L/C Participant shall pay to the Issuing Lender on demand, in addition to such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such payment is immediately available to the Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of the Issuing Lender with respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to the Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. (c) Whenever, at any time after the Issuing Lender has made payment under any Letter of Credit and has received from any L/C Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, the Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of interest on account thereof, the Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by the Issuing Lender shall be required to be returned by the Issuing Lender, such L/C Participant shall return to the Issuing Lender the portion thereof previously distributed by the Issuing Lender to it.

  • Participation in Underwritten Offerings No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s 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 these registration rights provided for in this Article II.

  • 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.

  • Purchase of Participations Immediately upon issuance of any Letter of Credit in accordance with Section 2.3(d), each Lender shall be deemed to have irrevocably and unconditionally purchased and received without recourse or warranty, an undivided interest and participation equal to such Lender’s Pro Rata Share of the face amount of such Letter of Credit in connection with the issuance or acceptance of such Letter of Credit (including all obligations of the Borrower with respect thereto, and any security therefor or guaranty pertaining thereto).

  • 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.

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