Public Secondary Sale Sample Clauses

Public Secondary Sale. If (1) any Shareholder proposes to sell, transfer, convey or assign any shares in the capital of the Borrower which are subject to the Security pursuant to a Public Secondary Sale, and (2) such Shareholder requires a release of the Security in respect of any or all of such shares in compliance with the terms of the Share Retention and Subordination Deed (if applicable) and the Security Agreement Over Shares, then the Borrower shall provide to NIB notice of such proposed transfer which notice shall include a request for such a release, and shall prepay that percentage of the principal amount outstanding under the Senior Loans as is identified in the table in Section 3.09(b)(i) under the heading “Percentage of Senior Loans to be Prepaid” next to the applicable percentage of the Borrower’s aggregate issued and outstanding share capital in respect of which NIB holds a security interest under the Security which is identified in the table in Section 3.09(b)(i) under “Percentage of Share Capital Secured” (provided that such percentage shall be determined after giving effect to such release of Security under Section 4.05 of the Share Retention and Subordination Deed and Section 4.4 of the Security Agreement Over Shares), on a pro rata basis (in the manner contemplated in Section 3.09(e)), provided that notwithstanding anything to the contrary in the Financing Agreements, NIB shall not be obligated to release or discharge any Security in respect of shares in the capital of the Borrower pursuant to Section 4.05 of the Share Retention and Subordination Deed or Section 4.4 of the Security Agreement Over Shares unless the Borrower has made the prepayment required under this Section 3.09(b)(ii) in respect of the transfer of such shares.
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Public Secondary Sale. Subject to Section 4.01(c), no Controlling Shareholder, Controlled Affiliate of a Controlling Shareholder or Joint Affiliate may sell, transfer or assign by way of a Public Secondary Sale an Economic Interest or a Controlling Interest in the Borrower (either directly or indirectly, including as a result of the sale, transfer or assignment by way of a Public Secondary Sale of a Controlling Interest or Economic Interest in a Controlled Affiliate of a Controlling Shareholder or as a result of the sale, transfer or assignment by way of a Public Secondary Sale of a Controlling Shareholder's Controlling Interest or Economic Interest in a Joint Affiliate) unless all the following conditions are satisfied:
Sample 1

Related to Public Secondary Sale

  • Secondary Market Transactions Each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, Company shall, at Company’s expense, cooperate with Purchasers and otherwise reasonably assist Purchasers in satisfying the market standards to which Purchasers customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction. Subject to any written confidentiality obligation, all information regarding Company may be furnished, without liability except in the case of gross negligence or willful misconduct, to any Purchaser and to any Person reasonably deemed necessary by Purchaser in connection with participation in such Secondary Market Transaction. All documents, financial statements, appraisals and other data relevant to Company or the Subordinated Notes may be retained by any such Person.

  • Not a Public Offering If you are resident outside the U.S., the grant of the Restricted Stock Units is not intended to be a public offering of securities in your country of residence (or country of employment, if different). The Company has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the grant of the Restricted Stock Units is not subject to the supervision of the local securities authorities.

  • Secondary Market Lender may sell, transfer and deliver the Note and assign the Loan Agreement, the Security Instrument, this Assignment and the other Loan Documents to one or more investors in the secondary mortgage market (“Investors”). In connection with such sale, Lender may retain or assign responsibility for servicing the Loan, including the Note, the Loan Agreement, the Security Instrument, this Assignment and the other Loan Documents, or may delegate some or all of such responsibility and/or obligations to a servicer including any subservicer or master servicer, on behalf of the Investors. All references to Lender in this Assignment will refer to and include any such servicer to the extent applicable.

  • At-Market Transaction Notwithstanding Section 2(e)(i) above, the Exchange Cap shall not be applicable for any purposes of this Agreement and the transactions contemplated hereby, solely to the extent that (and only for so long as) the Average Price shall equal or exceed the Base Price (it being hereby acknowledged and agreed that the Exchange Cap shall be applicable for all purposes of this Agreement and the transactions contemplated hereby at all other times during the term of this Agreement, unless the stockholder approval referred to in Section 2(e)(i) is obtained).

  • Initial Public Offering The Company’s first public offering of Equity Shares pursuant to an effective registration statement filed under the Securities Act of 1933, as amended.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

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