Purchasers’ right of Secondary Sale Sample Clauses

Purchasers’ right of Secondary Sale. (a) Upon occurrence of an Exit Trigger Event, the Purchaser shall, at its sole discretion, have the right to initiate a Secondary Sale (“Purchaser Secondary Sale”), which Purchaser Secondary Sale shall be on such terms and conditions as acceptable to the Purchaser and in this regard, the provisions of Clauses 5.1.3(a) to 5.1.3(e) (Exit) shall apply mutatis mutandis to such a Purchaser Secondary Sale. The Company and the Promoters hereby agree and undertake to take all necessary steps as may be required, and to extend all necessary co-operation to effectuate a Purchaser Secondary Sale. Notwithstanding anything contained herein, it is hereby clarified that the Purchaser shall have the right to sell, encumber or otherwise dispose all or part of of the Equity Shares or Securities of the Company to any Person (including its Affiliates). Provided however that, subject to the terms of this Agreement, the Purchaser shall not sell, encumber or otherwise dispose of the Equity Shares or Securities of the Company to any Competitor as a part of the Secondary Sale or the Purchaser Secondary Sale until the Extended Exit Date (except as stated in Clause 5.1.3(f)) ("Transfer Restriction Period”). It is further agreed that the Purchaser is prohibited from transferring any Equity Shares or Securities to any persons or entities belonging to the Xxxxx Group at any point of time.
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Purchasers’ right of Secondary Sale. (a) Upon occurrence of an Exit Trigger Event, the Purchaser shall, at its sole discretion, have the right to initiate a Secondary Sale (“Purchaser Secondary Sale”), which Purchaser Secondary Sale shall be on such terms and conditions as acceptable to the Purchaser and in this regard, the provisions of Clauses 5.1.3(a) (Exit) to 5.1.3(e) (Exit) shall apply mutatis mutandis to such a Purchaser Secondary Sale. The Company and the Promoters hereby agree and undertake to take all necessary steps as may be required, and to extend all necessary co- operation to effectuate a Purchaser Secondary Sale.
Sample 1

Related to Purchasers’ right of Secondary Sale

  • Seller’s Obligations at Closing At Closing, Seller shall:

  • Right of First Refusal Unless it shall have first delivered to the Buyer, at least seventy two (72) hours prior to the closing of such Future Offering (as defined herein), written notice describing the proposed Future Offering, including the terms and conditions thereof, and providing the Buyer an option during the seventy two (72) hour period following delivery of such notice to purchase the securities being offered in the Future Offering on the same terms as contemplated by such Future Offering (the limitations referred to in this sentence and the preceding sentence are collectively referred to as the “Right of First Refusal”) (and subject to the exceptions described below), the Company will not conduct any equity financing (including debt with an equity component) (“Future Offerings”) during the period beginning on the Closing Date and ending twelve (12) months following the Closing Date. In the event the terms and conditions of a proposed Future Offering are amended in any respect after delivery of the notice to the Buyer concerning the proposed Future Offering, the Company shall deliver a new notice to the Buyer describing the amended terms and conditions of the proposed Future Offering and the Buyer thereafter shall have an option during the seventy two (72) hour period following delivery of such new notice to purchase its pro rata share of the securities being offered on the same terms as contemplated by such proposed Future Offering, as amended. The foregoing sentence shall apply to successive amendments to the terms and conditions of any proposed Future Offering. The Right of First Refusal shall not apply to any transaction involving (i) issuances of securities in a firm commitment underwritten public offering (excluding a continuous offering pursuant to Rule 415 under the 1933 Act), (ii) issuances to employees, officers, directors, contractors, consultants or other advisors approved by the Board, (iii) issuances to strategic partners or other parties in connection with a commercial relationship, or providing the Company with equipment leases, real property leases or similar transactions approved by the Board (iv) issuances of securities as consideration for a merger, consolidation or purchase of assets, or in connection with any strategic partnership or joint venture (the primary purpose of which is not to raise equity capital), or in connection with the disposition or acquisition of a business, product or license by the Company. The Right of First Refusal also shall not apply to the issuance of securities upon exercise or conversion of the Company’s options, warrants or other convertible securities outstanding as of the date hereof or to the grant of additional options or warrants, or the issuance of additional securities, under any Company stock option or restricted stock plan approved by the shareholders of the Company.

  • PURCHASER’S OBLIGATIONS Conditions to Purchaser’s Obligations

  • Right of Refusal The proposing vendor has the right not to sell under the awarded agreement with a TIPS member at vendor's discretion unless required by law.

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Successors; Assignment This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interest hereunder without Bank's prior written consent. Bank reserves the right to sell, assign, transfer, negotiate or grant participations in all or any part of, or any interest in, Bank's rights and benefits under each of the Loan Documents. In connection therewith, Bank may disclose all documents and information which Bank now has or may hereafter acquire relating to any credit subject hereto, Borrower or its business, or any collateral required hereunder.

  • Seller’s Obligations At Closing, Seller shall deliver or cause to be delivered to Buyer the following:

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