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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in xxxxxxxxxx xith 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. Xxxxxx shall give notice to SPF at any time 60 days after the effective date of his intention to exercise his 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. 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 Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in cxxxxxxxxx xxxx xxe sale of the Subject Shares.
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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 transfer (a) Subject to the conditions set out in sub-clauses (c) and (d), a transfer is effected in accordance with sub-clause (b) below when the Existing Lender and the New Lender execute a duly completed Transfer Certificate or any other form of document agreed between them. (b) On the Transfer Date: (i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents each of the Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another shall be cancelled (being the “Discharged Rights and Obligations”); (ii) each of the Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Obligor and the New Lender have assumed and/or acquired the same in place of that Obligor and the Existing Lender; (iii) the New Lender shall acquire the same rights and assume the same obligations as it would have acquired and assumed had the New Lender been the Existing Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Existing Lender shall be released from further obligations under this Agreement; and (iv) the New Lender shall become a Party as a “Lender”.

  • Procedure for Offer Subject to the terms hereof, Landlord shall notify Tenant (the “First Offer Notice”) prior to entering into any lease with a third party for the First Offer Space, which notice shall outline the base rent, allowance amounts if any, length of term, and other economic terms on which Landlord would be willing to lease the First Offer Space (as set forth in such proposal) to Tenant (the “Fundamental Terms”). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the applicable First Offer Space on the Fundamental Terms.

  • 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 Rebate The Association represents to the Board that an internal rebate procedure has been established in accordance with Section 4117.09(C) of the Revised Code and that a procedure for challenging the amount of the representation fee has been established and will be given to each member of the bargaining unit who does not join the Association and that such procedure and notice shall be in compliance with all applicable state and federal laws and the Constitutions of the United States and the State of Ohio.

  • Procedure for taking possession - The Promoter, upon obtaining the occupancy certificate* from the competent authority shall offer in writing the possession of the [Apartment/Plot], to the Allottee in terms of this Agreement to be taken within two months from the date of issue of occupancy certificate. [Provided that, in the absence of local law, the conveyance deed in favour of the allottee shall be carried out by the promoter within 3 months from the date of issue of occupancy certificate]. The Promoter agrees and undertakes to indemnify the Allottee in case of failure of fulfilment of any of the provisions, formalities, documentation on part of the Promoter. The Allottee, after taking possession, agree(s) to pay the maintenance charges as determined by the Promoter/association of allottees, as the case may be after the issuance of the completion certificate for the project. The promoter shall hand over the occupancy certificate of the apartment/plot, as the case may be, to the allottee at the time of conveyance of the same.

  • 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 APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • 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 23.2 (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. (b) The Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender. (c) Subject to Clause 23.9 (Pro rata interest settlement), on the Transfer Date: (i) the Existing Lender will assign absolutely to the New Lender the rights under the Finance Documents expressed to be the subject of the assignment in the Assignment Agreement; (ii) the Existing Lender will be released by each Obligor and the other Finance Parties from the obligations owed by it (the “Relevant Obligations”) and expressed to be the subject of the release in the Assignment Agreement; and (iii) the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations. (d) Lenders may utilise procedures other than those set out in this Clause 23.6 to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 23.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 23.2 (Conditions of assignment or transfer).

  • 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: (a) the names and jurisdictions of formation or organization of each of the business entities proposing to merge or consolidate; (b) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “Surviving Business Entity”); (c) the terms and conditions of the proposed merger or consolidation; (d) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any general or limited partner interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity, the cash, property or general or limited partner interests, rights, securities or obligations of any limited partnership, corporation, trust or other entity (other than the Surviving Business Entity) which the holders of such general or limited partner interests, securities or rights are to receive in exchange for, or upon conversion of their general or limited partner interests, securities or rights, and (ii) in the case of securities represented by certificates, upon the surrender of such certificates, which cash, property or general or limited partner interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered; (e) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation; (f) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement (provided, that if the effective time of the merger is to be later than the date of the filing of the certificate of merger, the effective time shall be fixed no later than the time of the filing of the certificate of merger and stated therein); and (g) such other provisions with respect to the proposed merger or consolidation as are deemed necessary or appropriate by the General Partner.

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