Permitted Sale. Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:
Permitted Sale. (a) Section 2.2(a) will not apply to prevent a sale by the Class B Shareholder of Class B Shares pursuant to a takeover bid if the sale is made pursuant to an offer to purchase Class B Shares and a concurrent offer is made to all holders of Class A Shares to purchase the same percentage of Class A Shares as the percentage of Class B Shares that are offered to be purchased from the Class B Shareholder at a price per share at least as high as the highest price per share paid pursuant to the takeover bid for the Class B Shares, and provided that the concurrent offer is the same as the offer for Class B Shares in all other material respects and has no condition, if any, attached other than the right not to take up and pay for shares tendered if no shares are purchased pursuant to the offer for Class B Shares.
Permitted Sale. If FMC declines the Initial Offer or does not timely deliver its Purchase Notice to the Xxxxxxxxx Parties, the Xxxxxxxxx Parties may, during a period of 120 calendar days after FMC notifies Xxxxxxxxx Inc. that it has declined the Initial Offer or after the end of the 30 day period that FMC may respond to the Initial Offer, as such 90-day period may be extended to obtain any necessary regulatory approvals, sell all (but not less than all) of the Right Securities to any Person (a “Third-Party Sale”) for a price equal to or greater than the price set forth in the Initial Offer, and, if any other material terms are identified in the Initial Offer, on those terms (or those terms modified in a manner which would be no less favorable to FMC). If, at the end of such period, as such period may be extended to obtain any required regulatory approvals, the Xxxxxxxxx Parties have not completed the sale of the Right Securities in accordance with the foregoing, the restrictions in this Article III shall remain in effect with respect to the Right Securities.
Permitted Sale. If at the end of the respective 30-day periods (or shorter period ending with a voluntary statement from the Company as contemplated by paragraph (b) or a voluntary statement from each of the Shareholders as contemplated by paragraph (c)) the offers contained in the Notice have not been accepted by (i) the Company or (ii) any Shareholder, the Seller shall have 90 days (or such longer time period necessary to comply with governmental regulations, in any event not to exceed 150 days) in which to transfer the Preferred Shares, on terms and conditions not more favorable to the buyer than, and for a price equal to or higher than, as set forth in such Notice. If, at the end of such period, the Seller has not completed the transfer of all such Preferred Shares as aforesaid, all the restrictions on such transfer contained in this paragraph 13 shall again be in effect with respect to any such Preferred Shares not transferred by the Seller.
Permitted Sale. The Agents and the Required Lenders hereby acknowledge and agree that the sale of the inventory and furniture, fixtures and equipment located at 567 of the Domestic Borrowers’ retail store locations and distribution centers pursuant to the 2009 Agency Agreement, as approved by the US Bankruptcy Court pursuant to that certain Order Approving Agency Agreement, Store Closing Sales and Related Relief by the US Bankruptcy Court dated January 16, 2009, is a Permitted Sale under the DIP Credit Agreement.
Permitted Sale. If the Company does not exercise its Right of First Refusal by the Partial Sale Right of First Refusal Expiration Time and close on the Partial Sale Offer in accordance with its terms, then Vicis shall have the right to sell such Debentures and Securities on the same terms and conditions set forth in the Partial Sale Offer (a “Permitted Partial Sale”), free and clear of the Company’s rights under this Agreement (including this Right of First Refusal and the Option). In addition, upon completion of a Permitted Partial Sale (other than to the Company), this Agreement (including this Right of First Refusal and the Option) shall be deemed to have expired.
Permitted Sale. The Selling Stockholder and any Tagging Person who exercises its Tag-Along Right with respect to a proposed Tag-Along Sale pursuant to this Section 2.09 may sell the shares of Common Stock subject to the Tag-Along Offer with respect to such Tag-Along Sale on the terms and conditions set forth in such Tag-Along Notice within 120 days of the date on which the Tag-Along Rights with respect to such Tag-Along Sale shall have been waived, exercised or expire.
Permitted Sale. Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares if concurrently an offer is made to purchase Subordinate Voting Shares that:
(a) offers a price per Subordinate Voting Share at least as high as the highest price per share paid or required to be paid pursuant to the take-over bid for the Multiple Voting Shares;
(b) provides that the percentage of outstanding Subordinate Voting Shares to be taken up (exclusive of shares owned immediately prior to the offer by the offeror or persons acting jointly or in concert with the offeror) is at least as high as the percentage of outstanding Multiple Voting Shares to be sold (exclusive of Multiple Voting Shares owned immediately prior to the offer by the offeror and persons acting jointly or in concert with the offeror);
(c) has no condition attached other than the right not to take up and pay for Subordinate Voting Shares tendered if no shares are purchased pursuant to the offer for Multiple Voting Shares; and
(d) is in all other material respects identical to the offer for Multiple Voting Shares. For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares shall not, in of itself, constitute a sale of Multiple Voting Shares for the purposes of this Agreement. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, Section 2.2 shall not apply to prevent the transfer or sale of Multiple Voting Shares by the Shareholder or any Permitted Transferees, to a Permitted Transferee, subject to Section 2.7 of this Agreement, provided such transfer or sale does not or would not constitute a take-over bid or, if so, is exempt or would be exempt from the formal bid requirements (as defined under applicable Securities Laws).
Permitted Sale. (a) Subject to the following provisions of this Section 5.2, Tech, Ltd. shall be permitted to sell all or any part of the Intellectual Property at any time after July 1, 2007. If Tech, Ltd. Receives a bona fide offer to purchase all or any part of the Intellectual Property (the Intellectual Property that is the subject of the proposed purchase is referred to herein as the "Subject Property") from an independent third party other than TCRI or VISI, Tech, Ltd. shall provide written notification of such offer to TCRI and VISI. Commencing on the date of TCRI's receipt of such written notice from Tech, Ltd. ("Trigger Date"), TCRI shall have the right to purchase the Subject Property on the terms and conditions set forth in Paragraph 5.2(b) below. If, within ten (10) calendar days following the Trigger Date (the "Notice Period"), TCRI does not provide written notice to Tech, Ltd. and VISI that it is exercising its purchase right, then TCRI's right of purchase shall terminate and VISI shall have the right to purchase the Subject Property. If, within five (5) calendar days after the expiration of the Notice Period, VISI does not provide written notice to Tech, Ltd. that it is exercising its purchase right, then VISI's right of purchase shall terminate and Tech, Ltd. shall be permitted to sell the Subject Property to the third party that offered to purchase the Subject Property.
Permitted Sale. 16 Person........................................................................33
