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. 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, 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, a party 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 common stock of the other party, by a majority of the members of the Board of Directors of such other party, 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 such party'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.
Permitted Sales. (a) On any Business Day, the Borrower shall have the right to prepay all or (subject to clause (iv) below) a portion of the outstanding Advances and request the Facility Agent to release its security interest and Lien on the related Collateral Loans in connection with a Permitted Sale, subject to the following terms and conditions:
(i) The Borrower shall have given the Facility Agent, each Hedge Counterparty, each Lender, the E-Vault Provider and the Verification Agent at least five (5) Business Days’ prior written notice of its intent to effect a Permitted Sale and, at least two (2) Business Days prior to the closing of the Permitted Sale, shall provide the Facility Agent with all information reasonably required by it to produce the related Permitted Sale Release, substantially in the form attached hereto as Exhibit J.
(ii) In connection with a Permitted Sale that is to occur on a date other than a Payment Date (in which case the relevant calculations with respect to such Permitted Sale shall be reflected on the applicable Monthly Report), the Borrower shall deliver, or cause to be delivered, to the Facility Agent (which the Facility Agent shall forward to each Lender upon receipt) a Permitted Sale Date Certificate and an updated Loan Schedule, together with evidence to the reasonable satisfaction of the Facility Agent that the Borrower shall have sufficient funds on the related Permitted Sale Date to effect such Permitted Sale in accordance with this Agreement, which funds may come from the proceeds of sales of the Collateral Loans in connection with such Permitted Sale (which sales must be made in arm’s-length transactions).
(iii) On the related Permitted Sale Date, the following shall be true and correct and the Borrower shall be deemed to have certified that, after giving effect to the Permitted Sale and the release to the Borrower of the related Collateral Loans on the related Permitted Sale Date, (A) no adverse selection procedure shall have been used by the Borrower with respect to the Collateral Loans that will remain subject to this Agreement after giving effect to the Permitted Sale, (B) the representations and warranties contained in Sections 4.01 are true and correct in all material respects, except to the extent relating to an earlier date, (C) no Unmatured Servicer Event of Default, Servicer Event of Default, Unmatured Event of Default or Event of Default, has occurred or results from such Permitted Sale, and (D) no Class A Borrowing Base De...
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.
Permitted Sales. With respect to any Equity Securities that are not subscribed for by Major Holders after the end of the fifteen (15) business 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. 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 sixty (60) days after the consummation thereof, 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.
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. 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. (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").
(b) Subject to Section 11.2(c) hereof, on and after October 4, 1996 until March 31, 1997, the Company shall have the right to sell, in addition to the Available Securities pursuant to Section 11.2(a) hereof, up to 10,000 shares of Series A Preferred Stock and warrants, (the "Second Round Securities") to one or more institutional investors (the "Second Round Investors"). The number of warrants which the Company may sell as Second Round Securities shall be limited to the lesser of 1,400,000 or such number of shares as shall on a fully diluted basis represent a percentage of the outstanding Common Stock of the Company equal to the product of 100 and a fraction, the denominator of which shall be the sum of (i) the estimated total stockholders' equity of the Company as of the end of the most recent fiscal quarter of the Company preceding the additional purchase by such Second Round Investors plus (ii) $10,000,000 plus (iii) the amount of any other equity investment contemporaneous with Swiss Re's additional investment, and the numerator of which shall be 10,000,000. The exercise price of any warrants sold by the Company as Additional
