Proposed Sales. In the event that the Investor plans to resell shares of the Company’s stock in open market transactions at prevailing prices, the Investor shall consult with the Company so as not to negatively affect the value of the Company’s shares in the public market. In the event that the Investor plans to resell a substantial number shares of the Company’s stock in one or more transactions that are neither an open market resale at prevailing prices or effected in connection with an underwritten transaction involving a sale to the general public, then at least thirty (30) days before a disposition of more than 1,000,000 shares of stock, the Investor shall notify the Company in writing (the “Notice”) of its intention. After the date of such Notice (the “Notice Date”), the Company may inform the Investor that the Company intends to exercise its right to acquire all or a portion of the shares which are the subject of the Notice only as follows: (i) If the number of shares referred to in the Notice is more than 1,000,000 but less than 2,000,000, the Company shall have the right to advise the Investor in writing within ten (10) days of the Notice Date of its commitment to buy all of said shares, and the Company shall conclude for cash the share purchase transaction within ten (10) days of the Notice Date; (ii) If the number of shares referred to in the Notice is between 2,000,000 and 5,000,000, the Company shall have the right to advise the Investor in writing within twenty (20) days of the Notice Date of its commitment to buy all of said shares, and the Company shall conclude for cash the share purchase transaction within thirty (30) days of the Notice Date; (iii) If the number of shares referred to in the Notice is more than 5,000,000, the Company shall have the right to advise the appropriate trustee in writing within thirty (30) days of the Notice Date of its commitment to buy all of said shares, and the Company shall conclude for cash the share purchase transaction within forty-five (45) days of the Notice Date.

Proposed Sales. Subject to prohibition set out in Section 9.1(a) if a Member (the “transferor”) desires to transfer all or any portion of its Percentage Interest to a third party other than an entity to which the transferor is expressly permitted to transfer its Percentage Interest pursuant to Section 9.2 and the transferor has the consent of the other Members, the transferor shall first give written notice to the Company and to the other Members of its intention to do so (“Notice of Sale”). A pledge of a Percentage Interest consistent with the provisions of Section 9.2 is not a transfer subject to the refusal rights contained in this subsection (a). The Notice of Sale must name the proposed transferee and specify the Percentage Interest to be transferred, the proposed transferee and specify the Percentage Interest to be transferred, the proposed price, and the proposed terms of payment. Upon request, the transferor shall provide the Company and/or the other Members with documentation to verify that the prospective transferee’s proposed price and terms constitute a bona fide offer. Following delivery of the Notice of Sale and, if requested, documentation, the other Member(s) shall thereupon have the option, for a period of thirty (30) days from the date of delivery of the Notice of Sale, to purchase all, but no lesser portion, of said Percentage Interest at the price and on the other terms and conditions stated in the Notice of Sale. If more than one (1) other Member desires to purchase the Percentage Interest identified in the Notice of Sale within such thirty (30) day period, the Percentage Interest being offered shall be apportioned among those Members willing to buy in proportion to the Percentage Interests owned by the buying Member(s) shall notify the transferor of its or their intention, in writing, within the applicable option period. The notice of intention shall be accompanied by the exercising party’s cashier’s check in the amount of the greater of five percent (5.0%) of the purchase price or $50,000.00, as non-refundable xxxxxxx money, provided, however, that in no event shall the xxxxxxx money exceed the purchase price. If no Member elects to purchase the Percentage Interest identified in the Notice of Sale, the transferor shall have the right, for a period of sixty (60) days after expiration of the option period, to transfer such Percentage Interest to the proposed transferee at the price and on the terms specified in the Notice of Sale. Any Percentage Inter...

Proposed Sales. Subject to the restrictions on transfers by Motor Wheel pursuant to Exhibit A, and other than as provided in Paragraphs 2 and 3 above, if at any time during this Agreement either of Motor Wheel or Holding proposes to directly or indirectly transfer its shares in Tool to any person (the "Sending Party"), it shall give the other party (the "Receiving Party") notice of such proposed transfer, including all of the terms and conditions of such proposed transfer and shall identify the proposed transferee (the "Sale Notice"). Upon receipt of the Sale Notice the receiving party shall have ten (10) business days to notify the sending party that it is exercising its rights hereunder to participate in such transfer (the "Exercise Notice").

Proposed Sales. Should any Stockholder desire to sell, assign, encumber, transfer or otherwise dispose of any of his or its Shares, or of any interest in such Shares in any transaction other than a transaction pursuant to Section 6(b) of this Agreement (the "Transaction"), he or it (the "Seller") shall first serve written notice (the "Notice") on the Corporation and the Other Stockholders, in the manner prescribed in Section 12 of this Agreement, of his or its desire to do so. The Notice must specify: (i) the name and address of the person or entity to whom the Seller proposes to sell, encumber, assign or transfer the Shares or an interest in the Shares (the "Offeror"), (ii) the number of Shares, or the interest in the Shares, the Seller proposes to sell, assign or transfer (the "Offered Shares"), (iii) the price or amount per Share to be paid or delivered to the Seller for the proposed sale, encumbrance, assignment or transfer, and (iv) all other terms and conditions of the proposed sale, encumbrance, assignment or transfer, and (iv) all other terms and conditions of the proposed sale, encumbrance, assignment or transfer. In the event the Seller proposes to sell, assign, transfer or encumber a number of Shares which would reduce the number of shares held by them or it after the proposed sale, assignment, encumbrance or transfer to less than 10% of the number of Shares of the Corporation held by such Seller as of the Second Closing Date (as defined in the Series A Convertible Preferred Stock Purchase Agreement of even date herewith among the Corporation and the Purchasers) the Seller must include all Shares held by him or it as Offered Shares.

Related to Proposed Sales

Approved Sale If the Board of Directors of the Company (the "Board") shall deliver a notice to Grantee (a "Sale Event Notice") stating that the Board has approved a sale of all or a portion of the Company through a sale of assets, securities, or otherwise (an "Approved Sale") and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter's rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee's Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 7 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.
Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.
Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).
Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.
Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and
Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.
Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.
Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.
Completed Sale A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.
Notice of Proposed Actions (a) In case the Company, after the Distribution Date, shall propose (i) to effect any of the transactions referred to in Section 11(a)(i) or to pay any dividend to the holders of record of its Preferred Stock payable in stock of any class or to make any other distribution to the holders of record of its Preferred Stock (other than a regular periodic cash dividend), or (ii) to offer to the holders of record of its Preferred Stock or options, warrants, or other rights to subscribe for or to purchase shares of Preferred Stock (including any security convertible into or exchangeable for Preferred Stock) or shares of stock of any other class or any other securities, options, warrants, convertible or exchangeable securities or other rights, or (iii) to effect any reclassification of its Preferred Stock or any recapitalization or reorganization of the Company, or (iv) to effect any consolidation or merger with or into, or to effect any sale or other transfer (or to permit one or more of its Subsidiaries to effect any sale or other transfer), in one or more transactions, of more than 50% of the assets or earning power of the Company and its Subsidiaries (taken as a whole) to, any other Person or Persons, or (v) to effect the liquidation, dissolution or winding up of the Company, then, in each such case, the Company shall give to each holder of record of a Right Certificate, in accordance with Section 26 hereof, notice of such proposed action, which shall specify the record date for the purposes of such transaction referred to in Section 11(a)(i), or such dividend or distribution, or the date on which such reclassification, recapitalization, reorganization, consolidation, merger, sale or transfer of assets, liquidation, dissolution or winding up is to take place and the record date for determining participation therein by the holders of record of Preferred Stock, if any such date is to be fixed, and such notice shall be so given in the case of any action covered by clause (i) or (ii) above at least 10 days prior to the record date for determining holders of record of the Preferred Stock for purposes of such action, and in the case of any such other action, at least 10 days prior to the date of the taking of such proposed action or the date of participation therein by the holders of record of Preferred Stock, whichever shall be the earlier. (b) In case any of the transactions referred to in Section 11(a)(ii) or Section 13 of this Rights Agreement are proposed, then, in any such case, the Company shall give to each holder of Rights, in accordance with Section 26 hereof, notice of the proposal of such transaction at least 10 days prior to consummating such transaction, which notice shall specify the proposed event and the consequences of the event to holders of Rights under Section 11(a)(ii) or Section 13 hereof, as the case may be, and, upon consummating such transaction, shall similarly give notice thereof to each holder of Rights. (c) The failure to give notice required by this Section 25 or any defect therein shall not affect the legality or validity of the action taken by the Company or the vote upon any such action.

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