Purchase and Sale Rights Sample Clauses

Purchase and Sale Rights. (a) In the event that the Product Mix for any two (2) consecutive fiscal years of the Company (the "Reference Period") shall be less than the Product Mix Threshold by more than 5%, then, at any time during the period commencing on the first day after the Product Mix numbers first become available of the fiscal year immediately succeeding the second of such fiscal years and ending on the date that is six (6) months thereafter, (i) the Willxxxx Xxxber or the Company may purchase the Nortel Member's Membership Interest in accordance with Section 19.5(b); or (ii) the Nortel Member may sell its Membership Interest to the Willxxxx Xxxber or the Company in accordance with Section 19.5(a); provided however, that the provisions of this Section 19.4(a) shall not apply in the event that the rate of growth for the Reference Period, of the aggregate Net Purchase Price paid by the Company to NTI and its Affiliates for Nortel's PBX and Key system products only of the Existing Products (the "Voice Product Purchases"), is equal to or greater than (x) the rate of growth for the Reference Period, of the aggregate Voice Product Purchases by each and every Distributor which has a territory under its CPE Agreement encompassing the entire United States of America whose Voice Product Purchases per annum are greater than $50,000,000 and (y) the rate of growth for the Reference Period of the aggregate Voice Product Purchases by all non-national territory, regional Distributors measured as a whole; provided further that both (x) and (y) in the preceding proviso will be subject to certification at the request of the Company by the independent auditors of NTI.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Purchase and Sale Rights. In consideration of and upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth in this Agreement:
Sample 1
Purchase and Sale Rights. (a) In the event that IAHC has the right to exercise its Put Right pursuant to Section 3.2 or 5.3, IAHC shall have the right to require Lakeside to purchase (the "Put Right") all but not less than all of the Membership Interest of IAHC. IAHC may exercise the Put Right by providing written notice to Lakeside of its intent to sell all of IAHC's Membership Interest to Lakeside. The notice shall include a closing date for such sale which shall be at least ninety (90) and no more than one hundred and twenty (120) days from the date of such notice. At the closing date, Lakeside shall purchase IAHC's right, title and interest in the Company at a price equal the lesser of the following two numbers:
Sample 1
Purchase and Sale Rights. Within ten days following the Effective Date, the Executive shall have the right to elect, by written notice to the Company, to purchase any or all of the following: (i) the Gulfstream III aircraft owned by the Company (or an affiliated company) as of the date hereof, at a price equal to its fair market value as of the date of notice, as determined by an appraiser selected by the Executive in his sole discretion, and/or (ii) the Company's (or an affiliated company's) New York City apartment located on Fifth Avenue, at a price equal to its fair market value as of the date of notice, as determined by an appraiser from Sotheby's in New York (collectively, the "Purchase Right"). Upon the exercise of the Purchase Right with respect to any of the items in clauses (i) or (ii), the Executive shall have 120 days following the date of notice to make payment or secure financing for any such purchase. During the five-year period following the Effective Date (without regard to the earlier expiration of the Employment Period or the Executive's termination of employment), at the written request of the Executive or his estate or beneficiary (as applicable), the Company shall be required and have the obligation to purchase for cash, payable in a lump sum within thirty days following the date of the Executive's request, the Executive's house located at Shadow Creek in North Las Vegas, Nevada and the furnishings, artwork and personal effects therein (to the extent requested by the Executive), at a price equal to the Executive's cost, including the cost of all additions and improvements thereto, with the costs communicated to the Company by the Executive to be determinative of the actual costs (the "Put Right").
Sample 1
Purchase and Sale Rights. A sale of Units pursuant to Section 7.1(b) and (c) shall be conducted in the following manner:
Sample 1
Purchase and Sale Rights 
Sample 1Sample 2Sample 3

Related to Purchase and Sale Rights

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Warrants The purchase and sale of the Warrants shall occur simultaneously with the consummation of the IPO. At least 24 hours prior to the date of the final prospectus in connection with the IPO, the undersigned shall deliver $100,000.00 (the “Purchase Price”) to Continental or such other agent as may be agreed to by the parties hereto (“Agent”) to hold in an account until the Company consummates the IPO. Simultaneously with the consummation of the IPO, Agent shall deposit the Purchase Price, without interest or deduction, into a trust account established by the Company for the benefit of the Company’s public stockholders at JX Xxxxxx Chase Bank, N.A., and maintained by Continental, as trustee. In the event that the IPO is not consummated within fourteen (14) days of the date the Purchase Price is delivered to Agent, Agent shall return the Purchase Price to the Purchaser, with accrued interest.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!