Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Permitted Sales. With respect to any Equity Securities that are not subscribed for by Major Investors after the end of the twenty (20) day period specified in Section 3.2, the Company may, during a period of ninety (90) days following the end of such period, offer and sell such Equity Securities to other persons upon terms and conditions not less favorable to the Company than those set forth in the Offer Notice to the Major Investors. In the event the Company has not entered into a definitive agreement for the sale of the Equity Securities within said 90-day period, or if such agreement is not consummated within thirty (30) days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3.
Permitted Sales. Following the termination of the Merger Agreement, Trenwick shall be permitted to sell or transfer any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer or merger that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of Chartwell, by a majority of the members of the Board of Directors of Chartwell (which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer or merger).
Permitted Sales. Following the termination of the Merger Agreement, Parent shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the holders of Company Common Stock by a majority of the members of the Board of Directors of the Company.
Permitted Sales. Following the termination of the Merger Agreement, USWeb shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made (i) pursuant to a tender or exchange offer or other business combination transaction that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the holders of CKS Common Stock, by a majority of the members of the Board of Directors of CKS, or (ii) subject to Section 8(c) or (d) as the case may be, to a person who, immediately following such sale, would beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act), either alone or as part of a "group" (as used in Rule 13d-5 under the Exchange Act), not more than ten percent (10%) of CKS's outstanding voting securities, which person is a passive institutional investor who would be eligible under Rule 13d-1(b)(1) under the Exchange Act to report such holdings of Restricted Shares on Schedule 13G under the Exchange Act. (c)
Permitted Sales. Following the termination of the Reorganization Agreement, Acquiror shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair and in the best interests of the stockholders of Target, by a majority of the members of the Board of Directors of Target (which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer).
Permitted Sales. (a) Subject to Section 11.2(c) hereof, in the event that (i) Swiss Re fails to exercise the option provided under Section 11.1 hereof (the "Option") during the Option Period or (ii) Swiss Re notifies the Company in writing that it will not exercise such option during the Option Period, then the Company shall have the right, for a period of sixty (60) days following the earlier of the last day of the Option Period or the date when such notice is given (if any), to sell, on terms no more favorable than those available to Swiss Re, to one or more institutional investors (the "Investors") shares of Series A Preferred Stock and Warrants which were subject to the Option, but which were not purchased by Swiss Re during the Option Period (or as to which Swiss Re has notified the Company that it will not purchase) (such shares and Warrants, the "Available Securities").
Permitted Sales. The Company shall have ninety (90) days from the expiration of the period set forth in Section 10.6(a) to close the sale of all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Stockholders, but only for cash at the per share price and/or interest rates, as applicable, and otherwise in all respects upon terms and conditions which are no less favorable, in the aggregate, to the Company than those set forth in the Offer. If the number of Offered Securities to be sold is reduced in any material amount, the Company shall again provide the Stockholders with notice pursuant to the provisions of Section 10.6(a), regardless of whether Notices of Acceptance previously have been delivered, and the Purchasers shall have an additional five (5) Business Day period in which to submit a Notice of Acceptance, if one has not been previously submitted, or withdraw a previously submitted Notice of Acceptance, in any event with respect to such reduced amount of Offered Securities.
Permitted Sales. Following the termination of the Merger Agreement, OSI shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair and in the best interests of the stockholders of CRA, by a majority of the members of the Board of Directors of CRA (which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer).
Permitted Sales. With respect to any Equity Securities that are not subscribed for by Major Holders after the end of the twenty (20) day period specified in Section 3.6(a) (“Remaining Securities”), the Company may, during a period of ninety (90) days following the end of such period, offer and sell such Remaining Securities to other Persons or Entities upon the terms and conditions not less favorable to the Company than those set forth in the notice to the Major Holders. In the event the Company has not issued and sold all of the Remaining Securities within said 90-day period, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Holders pursuant to this Section 3.6.
