Permitted Sale. Subject to the provisions of the Articles and the LLC Agreement, Section 2.2 shall not apply to prevent a sale by any Shareholder of Multiple Voting Shares or Units 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 or Units (each on an as-converted to Subordinate Voting Shares basis), as applicable;
(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 and Units to be sold (exclusive of Multiple Voting Shares or Units 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 or Units, as applicable; and
(d) is in all other material respects identical to the offer for Multiple Voting Shares or Units, as applicable. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, the LLC Agreement and the Support Agreement, Section 2.2 shall not apply to prevent the sale or transfer of Units by any Shareholder to (i) Xxxxx Xxxxxx and any members of the immediate family of Xxxxx Xxxxxx, and (ii) any person or company controlled, directly or indirectly by one or more of the persons referred to in (i) (each, a “Permitted Holder”), subject to Section 2.7 of this Agreement, provided such 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 in applicable Securities Laws). For greater certainty, the conversion of Multiple Voting Shares into Subordinate Voting Shares or the redemption of Units in exchange for Subordinate Voting Shares, whether or not such Subordinate Voting Shares are subsequently sold, shall not, in of itself, constitute a sale of Multiple Voting Shares or Units for the purposes of this Agreement.
Permitted Sale. Subject to the provisions of the Articles, Section 2.2 shall not apply to prevent a sale by any Shareholder of Proportionate 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 Proportionate 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 Proportionate Voting Shares to be sold (exclusive of Proportionate 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 Proportionate Voting Shares; and
(d) is in all other material respects identical to the offer for Proportionate Voting Shares. For greater certainty, the conversion of Proportionate Voting Shares into Subordinate Voting Shares shall not, in of itself, constitute a sale of Proportionate Voting Shares for the purposes of this Agreement.
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. 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. (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.
(b) Notwithstanding the foregoing, a sale will not be deemed to be an indirect sale of Class B Shares owned by the Class B Shareholder, or by any person controlled, directly or indirectly, by the Class B Shareholder, for the purposes of section 2.2(a) above, if the sale is an indirect sale of Class B Shares resulting from the sale of shares of the Class B Shareholder or a corporation which, directly or indirectly, holds, shares of the Class B Shareholder, where (i) each selling shareholder is a shareholder of the Class B Shareholder, (ii) the transferee is (A) a shareholder of the Class B Shareholder or a person or company which, in conjunction with such sale, will become a shareholder of the Class B Shareholder and who, in either case, will not, as a result of such sale, hold, directly or indirectly, more than 20% of the outstanding voting or equity securities of the Class B Shareholder, or (B) a person or company which controls a person or company referred to in (i)(A) above, and (iii) no such transferee is a party to any arrangement under which any person, other than a person or company referred to in (ii)(A) or (B) above, would participate in the ownership of, or control or direction over, voting or equity shares of the Class B Shareholder; provided that, where required by Ontario securities legislation, an order from the Ontario Securities Commission permitting such sale has been obtained.
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. If the Company does not accept the Partial Sale Offer 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 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 to be made the Partial Sale Offer and the Option). In addition, upon completion of a Permitted Partial Sale, this Agreement (including this right to be made the Partial Sale Offer and the Option) shall be deemed to have expired.
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. In addition, and notwithstanding the foregoing, subject to the provisions of the Articles, Section
Permitted Sale. Notwithstanding the provisions of Section 6.2.2, the Net Cash Proceeds from each Permitted Sale shall be applied to the Revolving Loans.
