Put Rights of Network Sub Sample Clauses

Put Rights of Network Sub. (a) Promptly following the occurrence of an Optional Put Triggering Event (but in any event, no more than fifteen (15) days thereafter), Centene Sub shall provide written notice thereof to Network Sub (the “Put Trigger Notice”). Subject to the provisions of this Section 7.5, upon the receipt of a Put Trigger Notice, Network Sub shall have the right (an “Optional Put Right”), but not the obligation, to sell, and Centene Sub will have the obligation to purchase, all, but not less than all, of the Partnership Units held by Network Sub (the “Put Units”) for an amount equal to the Put Purchase Price. If, following the receipt of a Put Trigger Notice, Network Sub desires to exercise its Optional Put Right pursuant to this Section 7.5(a), Network Sub shall, within fifteen (15) days following the receipt of a Put Trigger Notice (the “Put Exercise Period”), provide written notice to Centene Sub of its intent to exercise its Optional Put Right (a “Put Exercise Notice”) and, promptly thereafter, Centene Sub and Network Sub shall, in accordance with Section 7.5(d) and Section 7.6 of this Agreement, cause the Put Purchase Price to be determined. In the event that Network Sub fails to provide a Put Exercise Notice to Centene Sub prior to the expiration of the Put Exercise Period, Network Sub shall be deemed to have waived its Optional Put Right and Centene Sub shall not be required to purchase the Put Units as provided herein. By delivering a Put Exercise Notice to Centene Sub, Network Sub shall be deemed to have represented and warranted to Centene Sub that (i) Network Sub has full right, title and interest in and to the Put Units; (ii) Network Sub has all necessary power and authority and has taken all necessary action to sell the Put Units as contemplated by this Section 7.5(a); and (iii) the Put Units are free and clear of any and all Encumbrances other than those arising as a result of or under the provisions of this Agreement and the Governing Documents of the Company.
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Related to Put Rights of Network Sub

  • Rights of the Holder The Holder shall not, by virtue hereof, be entitled to any rights of a stockholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in this Warrant and are not enforceable against the Company except to the extent set forth herein.

  • Rights of Optionee The Optionee shall not be, nor shall he have any of the rights or privileges of, a stockholder of the Company in respect of any of the shares issuable upon the exercise of this Option unless and until certificates representing such shares shall have been issued and delivered; except that the Company shall supply the Optionee with all financial information and other reports which the Company furnished its stockholders during the Option period.

  • Rights of Members Except as otherwise provided in this Agreement, (a) each Member shall look solely to the assets of the Company for the return of its Capital Contribution, (b) no Member shall have the right or power to demand or receive property other than cash from the Company and (c) except as provided in this Agreement, no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

  • Rights of the Company The Company shall not be required to (i) transfer on its books any Purchased Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee to whom Purchased Shares have been transferred in contravention of this Agreement.

  • Limitations Upon Transfer All rights under this Agreement shall belong to you alone and may not be transferred, assigned, pledged, or hypothecated by you in any way (whether by operation of law or otherwise), other than by will or the laws of descent and distribution and shall not be subject to execution, attachment, or similar process. Upon any attempt by you to transfer, assign, pledge, hypothecate, or otherwise dispose of such rights contrary to the provisions in this Agreement or the Plan, or upon the levy of any attachment or similar process upon such rights, such rights shall immediately become null and void.

  • Limitations on Rights Associated with Units The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

  • Rights of a Shareholder Employee shall have no rights as a shareholder with respect to any shares covered by this Agreement until the date of issuance of a stock certificate to him for such shares. Except as otherwise provided herein, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

  • Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former stockholders of the Company, underwriters, brokers, agents or other third parties.

  • Rights of Shareholder Except as otherwise provided in this Agreement or the Plan, Participant shall have, with respect to the shares of Restricted Stock awarded hereunder, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any dividends as declared by the Company’s Board of Directors.

  • Fees and Rights of First Refusal The Company is not obligated to offer the securities offered hereunder on a right of first refusal basis or otherwise to any third parties including, but not limited to, current or former shareholders of the Company, underwriters, brokers, agents or other third parties.

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