Procedure for Sale Sample Clauses

Procedure for Sale. If all the Subject Shares are subscribed ------------------- for by the Company or its designees, as the case may be, the closing of the purchase of the Subject Shares shall take place at the principal offices of the Company no later than thirty (30) days after the date of the expiration of the Right of First Offer Election Period (subject to the last sentence of this Section 11(b)). At the closing, the Company or its designees, as the case may be, will pay the purchase price for the Subject Shares to be purchased by it to the Selling Holder by wire transfer of immediately available funds upon the Selling Holder's delivery of valid certificates evidencing the Subject Shares. Such certificates will be duly endorsed (with signatures guaranteed, if appropriate) for transfer to the Company or its designees, as the case may be, and upon delivery of such certificates to the Company or its designees, as the case may be, the Selling Holder will be deemed to represent and warrant to the Company or its designees, as the case may be, that the Subject Shares are owned by the Selling Holder free and clear of all liens, adverse claims and other encumbrances (other than as provided in this Registration Rights Agreement), and that the Selling Holder has all requisite power and authority to sell the Subject Shares. The parties shall take all such actions as may be necessary to comply as promptly as practicable with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, in connection with the sale of the Subject Shares.
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Procedure for Sale. In the event the Company elects pursuant to this Section 4.1 to purchase the Common Stock proposed to be sold by the Transferor, the closing of the purchase by the Company of the shares of such Common Stock held by the Transferor shall take place at the principal place of business of the Company no later than 30 days after the date such notice of election is made in accordance with the terms hereof. At the closing, the Company will pay the purchase price for the shares to the Transferor by wire transfer of immediately available funds upon the Transferor's delivery to the Company of valid certificates evidencing the shares of Common Stock being purchased pursuant to such sale (the "Transferor Shares"). Such certificates will be duly endorsed for transfer to the Company, and upon delivery of such certificates to the Company, the Transferor will be deemed to represent and warrant to the Company that the Transferor Shares are owned by such Transferor free and clear of all liens, adverse claims, and other encumbrances other than as provided in this Stockholders Agreement.
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Procedure for Sale. If all of the Subject Shares are ------------------ subscribed for by members of the CapZ Group, the closing of the purchase of the Subject Shares shall take place at the principal offices of the Company no later than thirty (30) days after the date of the expiration of the Right of First Offer Election Period (subject to the last sentence of this Section). At the closing, the CapZ Group will pay the purchase price for the Subject Shares to TLB by wire transfer of immediately available funds upon TLB's delivery of valid certificates evidencing the Subject Shares. Such certificates will be duly endorsed (with signatures guaranteed, if appropriate) for transfer to applicable members of the CapZ Group, and upon delivery of such certificates to such members of the CapZ Group, TLB will be deemed to represent and warrant to each such member of the CapZ Group that the Subject Shares are owned and being transferred by TLB free and clear of all liens, adverse claims and other encumbrances (other than as provided in this Stockholders Agreement), and that TLB has all requisite power and authority to sell the Subject Shares. The parties shall take all such actions as may be necessary to comply as promptly as practicable with the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, in connection with the sale of the Subject Shares.
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Procedure for Sale. (a) Trustee shall cause to be filed for record in the office of the Recorder of each county wherein the real property, or some part or parcel thereof, is situated an executed copy of the Notice of Default.
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Procedure for Sale. Xxxxxx shall give notice to SPF at any time 60 days after the effective date of her intention to exercise her option to sell the allowed percentage of shares. Upon receipt of written notice of exercise of the option, payment shall be made by SPF within 30 days after delivery to SPF of the certificates representing the shares to be redeemed.
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Procedure for Sale. The Mortgagor hereby agrees that whenever ------------------ notification with respect to the sale or other disposition of the Collateral (including collateral in which the Lender has been granted a security interest pursuant to the Loan Documents) is required by law, such notification of the time and place of public sale, or of the date after which a private sale or other intended disposition is to be made, shall be deemed reasonable if given at least ten (10) days before the time of such public sale or the date after which any such private sale or other intended disposition is to be made, as the case may be. Further, the Lender shall be authorized and permitted to entirely or partially postpone, adjourn, continue and reschedule any such sale, once or several times, and entirely or partially all without prejudice or breach of any duty or obligation of the Lender.
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Related to Procedure for Sale

  • Procedure for Loans Company Agent may by written notice request a borrowing of Loans prior to 12:00 noon (New York time) on the Business Day of its request to incur, on the next Business Day, a Loan. Together with each request for a Loan (or at such other intervals as Laurus may request), Company Agent shall deliver to Laurus a Borrowing Base Certificate in the form of Exhibit B attached hereto, which shall be certified as true and correct by the Chief Executive Officer or Chief Financial Officer of Company Agent together with all supporting documentation relating thereto. All Loans shall be disbursed from whichever office or other place Laurus may designate from time to time and shall be charged to the Companies’ account on Laurus’ books. The proceeds of each Loan made by Laurus shall be made available to Company Agent on the Business Day following the Business Day so requested in accordance with the terms of this Section 4 by way of credit to the applicable Company’s operating account maintained with such bank as Company Agent designated to Laurus. Any and all Obligations due and owing hereunder may be charged to the Companies’ account and shall constitute Loans.

  • Procedure for transfer (a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) a transfer is effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

  • Procedure for Offer Landlord shall notify Tenant (the "First Offer Notice") from time to time when Landlord determines that Landlord shall commence the marketing of any First Offer Space because such space shall become available for lease to third parties, where no holder of a Superior Right desires to lease such space. The First Offer Notice shall describe the space so offered to Tenant and shall set forth Landlord's proposed material economic terms and conditions applicable to Tenant's lease of such space (collectively, the "Economic Terms"), including the proposed term of lease and the proposed rent payable for the First Offer Space. Notwithstanding the foregoing, Landlord's obligation to deliver the First Offer Notice shall not apply during the last nine (9) months of the initial Lease Term unless Tenant has delivered an Interest Notice to Landlord pursuant to Section 31(c) above nor shall Landlord be obligated to deliver the First Offer Notice during the last eight (8) months of the initial Lease Term unless Tenant has timely delivered Tenant's Acceptance to Landlord pursuant to Section 31(c) above.

  • Procedure for Closing If Buyer shall not timely elect to terminate this Contract under Section 13.2 above, or if the loss, damage or condemnation is not substantial, Seller agrees to pay to Buyer at the Closing all insurance proceeds or condemnation awards which Seller has received as a result of the same, plus an amount equal to the insurance deductible, and assign to Buyer all insurance proceeds and condemnation awards payable as a result of the same, in which event the Closing shall occur without Seller replacing or repairing such damage. In the case of damage or casualty, at Buyer’s election, Seller shall repair and restore the Property to its condition immediately prior to such damage or casualty and shall assign to Buyer all excess insurance proceeds.

  • Procedure for Conversion In connection with any conversion of this Note into capital stock, the Holder shall surrender this Note to the Company and deliver to the Company any documentation reasonably required by the Company (including, in the case of a Qualified Financing, all financing documents executed by the Investors in connection with such Qualified Financing). The Company shall not be required to issue or deliver the capital stock into which this Note may convert until the Holder has surrendered this Note to the Company and delivered to the Company any such documentation. Upon the conversion of this Note into capital stock pursuant to the terms hereof, in lieu of any fractional shares to which the Holder would otherwise be entitled, the Company shall pay the Holder cash equal to such fraction multiplied by the price at which this Note converts.

  • Procedure for Surrender of Rights Rights may be surrendered to the Right Agent, together with a written request for exchange or transfer, and thereupon the Right Agent shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend, the Right Agent shall not cancel such Right and issue new Rights in exchange therefor until the Right Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Rights must also bear a restrictive legend.

  • Procedure for Surrender of Warrants Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.

  • Procedure for assignment (a) Subject to the conditions set out in Clause 25.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender. The Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

  • Procedure for Merger or Consolidation Merger or consolidation of the Partnership pursuant to this Article XIV requires the prior approval of the General Partner. If the General Partner shall determine, in the exercise of its discretion, to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

  • Procedure for Claims (a) Any person who desires to seek indemnification under any part of this Section 18 (each, an “Indemnified Party”) shall give written notice in reasonable detail (a “Claim Notice”) to each party responsible or alleged to be responsible for indemnification hereunder (an “Indemnitor”) and the Deposit Holder prior to any applicable Expiration Date (as defined below). Such notice shall briefly explain the nature of the claim and the parties known to be invoked, and shall specify the amount thereof. If the matter to which a claim relates shall not have been resolved as of the date of the Claim Notice, the Indemnified Party shall estimate the amount of the claim in the Claim Notice, but also specify therein that the claim has not yet been liquidated (an “Unliquidated Claim”). If an Indemnified Party gives a Claim Notice for an Unliquidated Claim, the Indemnified Party shall also give a second Claim Notice (the “Liquidated Claim Notice”) within 60 days after the matter giving rise to the claim becomes finally resolved, and the second Claim Notice shall specify the amount of the claim. Each Indemnitor to which a Claim Notice is given shall respond to any Indemnified Party that has given a Claim Notice (a “Claim Response”) within 30 days (the “Response Period”) after the later of (i) the date that the Claim Notice is given or (ii) if a Claim Notice is first given with respect to an Unliquidated Claim, the date on which the Liquidated Claim Notice is given. Any Claim Response shall specify whether or not the Indemnitor giving the Claim Response disputes the claim described in the Claim Notice. If any Indemnitor fails to give a Claim Response within the Response Period, such Indemnitor shall be deemed not to dispute the claim described in the related Claim Notice. If any Indemnitor elects not to dispute a claim described in a Claim Notice, whether by failing to give a timely Claim Response in accordance with the terms hereof or otherwise, then the amount of such claim shall be conclusively deemed to be an obligation of such Indemnitor.

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