Proposed Sale. At any time during the Term, the Lessee shall allow all persons authorised by the Lessor or its agents to view the Premises, save for any area within the Premises which the Lessee in its reasonable discretion deems is of high security and/or contains confidential information, at all reasonable times during business hours after such persons make prior appointment with the Lessee in connection with any proposed sale or mortgage of the Premises. The Lessor and/or its agents shall comply with the Lessee’s reasonable requirements when exercising the rights under this Clause 3.17.
Proposed Sale. This term is defined in Section 4.01 of the Shareholder Agreement.
Proposed Sale. In the event any Member, any Assignee or any personal representative, fiduciary or other legal representative of any Member or Assignee, including any insolvent, dissolved or deceased Member or Assignee (in any case, the “Transferor”), proposes to sell all or any part of such Member’s or Assignee’s Units to any person (a “Third Party”), the Transferor shall obtain from such Third Party a bona fide written offer (the “Offer”) to buy such Units. The Offer shall be irrevocably open for acceptance by the Transferor for a stated period of time ending not sooner than 60 days after the Transferor gives notice (the “Transfer Notice”) to the Company and all of the Managers concerning the Units proposed for transfer (the “Offered Units”), and the Transferor shall have paid the Third Party adequate consideration for such Third Party’s agreement for the Offer to remain irrevocable for such stated period of time. The Transfer Notice shall enclose a signed original or photocopy of the Offer, and the Transferor shall promptly provide the Company and the Managers with all information concerning the {014305-000001/00945504-2} Third Party and the terms and conditions of the Offer which may reasonably be requested by the Company and the Managers and which are in the possession of or reasonably available to the Transferor. The Transfer Notice shall constitute an offer by the Transferor to the Company (or to any other person designated by the Company) to transfer the Offered Units to the Company or its designee for the purchase price (i) set forth in the Offer, or (ii) if the Company so elects, in its sole discretion, equal to the Fair Value thereof, determined as provided in Section 30(b). The Company or its designee shall have the right, but not the obligation, to acquire all, but not less than all, of the Offered Units under the provisions of Section 30(c) and (d). If the Company does not elect to acquire all of the Offered Units as provided above, the Transferor shall have the right to sell and transfer the Offered Units to the Third Party within 60 days after the date upon which the Transferor gave the Transfer Notice; provided, however, that any sale and transfer to the Third Party shall not be made at a lesser price or on more favorable terms than those set forth in the Offer. Such Third Party shall then be deemed an Assignee of the Offered Units and shall be subject to the provisions of Section 29.
Proposed Sale. At any time during the Term hereof after the third anniversary of the Commencement Date, Lessee shall have a first refusal option to purchase the Leased Property in the event that Lessor, or its successors and assigns, shall propose to sell (a "Proposed Sale") the Leased Property. Lessor shall promptly notify Lessee of Lessor's intent to sell the Leased Property , together with Lessor's estimate of the Fair Market Value of the Leased Property. If the Fair Market Value of the Leased Property
Proposed Sale. In connection with consummating a one-time firm-commitment underwritten offering of shares of Common Stock currently held by the Selling Stockholders to be publicly announced in a press release no later than April 10, 2013 (“Press Release”) pursuant to Registration Statement No. 333-184184 on Form S-3 (the “Proposed Sale”), the Company and the BRP Entities hereby agree to the following, effective as of the issuance of the Press Release announcing the Proposed Sale:
(a) In the event the Selling Stockholders sell any shares of Common Stock in the Proposed Sale, then:
A. the BRP Entities agree that they will not exercise any of their rights under Section 4.5 of the Purchase Agreement in connection with the Company’s next Underwritten Offering, which, for the avoidance of doubt, does not include the Proposed Sale;
B. the Company waives the PA Transfer Restrictions only to the sale of shares of Common Stock in the Proposed Sale and the BRP Entities shall otherwise remain subject to all restrictions set forth in Section 4.7 of the Purchase Agreement (as amended below) with respect to any other shares of Common Stock or other applicable securities; and
C. Section 4.7 of the Purchase Agreement is hereby deleted in its entirety and a new Section 4.7 is inserted in lieu thereof which reads as follows:
(a) During the period beginning on the date the BRP Entities sell any Shares in connection with a firm-commitment underwritten offering of Shares to be publicly announced no later than April 10, 2013 pursuant to Registration Statement No. 333-184184 on Form S-3 (the “Offering”) and through and including the six-month anniversary following the time at which the underwriting agreement is signed in connection with the Offering (the “Company Lock-Up Period”), the BRP Entities agree, with respect to all of the Shares not sold by the BRP Entities in the Offering (the “Remaining Shares”), (i) not to offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Remaining Shares or (ii) not to enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Remaining Shares, whether any transaction described in clause (i) or (ii) above is to be settled by delivery of securities, in cash or otherwise, during the Com...
Proposed Sale. 16 ------------- Section 7.03. Occupation by Unisource...........................................................................16 ----------------------- Section 7.04. Sharing of Costs of Operation.....................................................................16 ----------------------------- Section
Proposed Sale. The parties acknowledge that the ------------- Headquarters Facility is being held by Alco for sale. Unisource shall make portions of the Headquarters Facility used or occupied by the Unisource Group available for inspection by prospective buyers and shall cooperate with Alco in all other respects in connection with the proposed sale of the Headquarters Facility.
Proposed Sale. If a Management Stockholder proposes to sell any or all of his, her or its Shares to any Bona Fide Offeror (and only to a Bona Fide Offeror), such Management Stockholder shall, before making or accepting such offer, deliver to ArcLight and FirstEnergy an offer (the “Offer”) to Transfer to them all, and not less than all, of such shares (the “Offered Shares”) upon the terms upon which such Management Stockholder proposes to Transfer such Offered Shares to the Bona Fide Offeror. The Offer shall state that such Management Stockholder proposes to sell such Offered Shares and shall specify in reasonable detail the number of Offered Shares and the terms of such proposed sale (including purchase price and payment terms). The Offer shall remain open and irrevocable for a period of 30 days (the “First Offer Period”) from the date of its delivery.
Proposed Sale. Subject to the execution of the SSA, the Parties agree to the Proposed Sale at a purchase consideration of RM24,853,941.00 (“Purchase Consideration”). The Parties agree to negotiate in good faith the other terms and conditions of the Proposed Sale and Shareholders Agreements with a view to signing the SSA and finalising the terms of the Shareholders Agreements by the Long Stop Date. In the event the Parties are unable to agree and enter into the SSA by the Long Stop Date, the MOA will terminate in accordance with the termination clause as set forth in Section 2.4 below.
Proposed Sale. At any time on or after the Put/Call Outside Date (subject to any restrictions set forth in Section 9.6.G., above), either Member may require that the Company market and sell the Property pursuant to the procedures of this Section 9.7 (subject to Section 3.8). Upon a Member’s determination to cause the marketing and sale of the Property, such Member (the “Initiating Member”) shall provide written notice to the other Member (the “Other Member”) and to the Manager setting forth the proposed sale price (the “Proposed Sale Price”) for the Property. Upon written notice to the Initiating Member given no later than ten (10) Business Days after its receipt of such notice from the Initiating Member (the “Acceptance Notice”), the Other Member or any of its Affiliates may elect to purchase the Interest of the Initiating Member at the ROFO Price, and the Acceptance Notice shall be accompanied by a cash deposit equal to ten percent (10%) of the Proposed Sale Price (the “Deposit”) which shall be deposited with counsel to the Initiating Member.
