Right to Require Sale Sample Clauses
The Right to Require Sale clause grants a party the authority to compel the sale of a particular asset, property, or interest under specified conditions. Typically, this clause is used in joint ventures, partnerships, or shareholder agreements, where one party may trigger a process that obligates the other parties to participate in a sale, often at a predetermined price or through a defined mechanism. Its core practical function is to provide an exit strategy or resolve deadlocks by ensuring that parties have a clear, enforceable method to liquidate their interests when certain criteria are met.
Right to Require Sale. Notwithstanding any other provision hereof, if GEI agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of GEI (a "Third Party") or if GEI agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a "Drag-Along Sale"), then, upon the demand of GEI, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice, as the number of shares GEI is selling in the Drag-Along Sales bears to the total number of shares held be GEI as of the date of the Drag-Along Notice (the "Sale Percentage"), at the same price and on the same terms and conditions as GEI has agreed to with such Third Party; provided, however, that GEI shall use its reasonable, good faith efforts to provide that (i) the only representation and warranty which the Holder shall be required to make in connection with the Drag-Along Sale is a representation and warranty with respect to the Holder's own ownership of the shares of Common Stock to be sold by it and its ability to convey title thereto free and clear of liens, encumbrances or adverse claims and (ii) that the liability of any other Holder with respect to any representation and warranty made in connection with the Drag-Along Sale is the several liability of such other Holder (and not joint with any other person) and that such liability is limited to the amount of proceeds actually received by such other Holder in the Drag-Along Sale; provided further, that the Holder shall not be obligated to participate in any Drag-Along Sale unless the Holder is provided an opinion of counsel to the effect that the Drag-Along Sale is not in violation of applicable federal or state securities or other laws or, if the Holder is not provided with an opinion with respect to any matters contemplated by this proviso, GEI shall (in addition to the indemnification contemplated below) indemnify the Holder for any violation. If the Drag-Along Sale is in the form of a merger transaction, the Holder agrees to vote his or her shares of Common Stock in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.
Right to Require Sale. Notwithstanding any other provision hereof, if GEI agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an Affiliate of GEI (a "Third Party") or if GEI agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a "Drag-Along Sale"), then, upon the demand of GEI, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of Covered Shares held by such Holder on the date of the Drag-Along Notice (as defined below), as the number of shares GEI is selling in the Drag-Along Sale bears to the total number of shares held by GEI as of the date of the Drag-Along Notice (the "Sale Percentage"), at the same price and on the same terms and conditions as GEI has agreed to with such Third Party.
Right to Require Sale. 3 2.2 Notice of Drag-Along Sale. . . . . . . . . . . . . 4 2.3
Right to Require Sale. Notwithstanding any other provision hereof, if GEI agrees to sell 100% of the shares of Common Stock held by it to a third person who is not an affiliate of GEI (a "Third Party") or if GEI agrees to sell a portion of its shares pursuant to a transaction in which more than 50% of the total Common Stock of the Company will be sold to a Third Party (either of such sales, a "Drag-Along Sale"), then, upon the demand of GEI, each Holder hereby agrees to sell to such Third Party the same percentage of the total number of shares of Common Stock held by such Holder on the date of the Drag-Along Notice, as the
Right to Require Sale. Notwithstanding any other provision hereof, if either Shareholder (the "Selling Shareholder") agrees to sell any Shares held by such Selling Shareholder at that time to an unaffiliated third party (a "Interest Sale"), then upon request of the Nonselling Shareholder, the Selling Shareholder will afford the Nonselling Shareholder the opportunity to sell, the same percentage of Shares held by the Nonselling Shareholder at that time to such third party, at the same price and on the same terms and conditions as the Selling Shareholder has agreed to sell his Shares.
Right to Require Sale. 15 8.4.2 Drag-Along Notice.............................. 15 8.4.3 Non-Cash Consideration......................... 16 8.5 Termination of Tag-Along and Drag-Along Rights........... 16
Right to Require Sale. 11.3.1 Upon default of Declarant, each of the Beneficiaries shall have the right to require Declarant to sell the Housing Unit to avoid the commencement of any adverse proceedings against the Housing Unit by providing Declarant written notice of CHA’s decision to exercise such right (“Notice of Election to Require Sale”).
11.3.2 Upon receipt of a Notice of Election to Require Sale by any Qualified Holders, as defined in C.R.S. § 38-38-100.3(20), or mortgage brokers licensed by the Colorado Division of Real Estate pursuant to C.R.S. § ▇▇-▇▇-▇▇▇ et. seq., Declarant shall immediately offer the Housing Unit for sale according to the provisions of Section 7.
Right to Require Sale. Notwithstanding any other provision of this Agreement, if SCP (alone or with other Persons holding shares of capital stock of the Company) agrees to sell Series C Preferred Shares of the Company pursuant to a transaction in which more than 50% of the total outstanding voting power of the Company will be sold to a third party (a "Buyer") who is not an Affiliate of SCP (any such transaction, a "Drag-Along Sale"), then the Stockholder (or any Permitted Transferee) hereby agrees to sell to such Buyer, upon the demand of SCP, the number of Series C Preferred Shares held by the Stockholder which represents the same percentage of voting power (based on the Stockholder's total voting power as of the date of the Drag-Along Notice, as defined below) as the percentage of voting power represented by the number of Series C Preferred Shares SCP is proposing to sell in the Drag-Along Sale (based on SCP's total voting power as of the date of the Drag-Along Notice), at the same price (assuming full conversion of the Series C Preferred Shares into Common Stock) and on the same terms and conditions as SCP has agreed with such Buyer. In addition to any voting obligations set forth in Section 5, and subject to any fiduciary duties as a director of the Company, if the Drag-Along Sale is in the form of a merger transaction, the Stockholder agrees to vote its Series C Preferred Shares in favor of such merger and not to exercise any rights of appraisal or dissent afforded under applicable law.
Right to Require Sale. In the event that either ATI or Transferee shall fail within 10 days after the determination of the Final Number of ATI Shares to have the Merger Agreement executed by their respective appropriate parties, the following shall apply:
(a) If ATI shall have so failed, Transferee may deliver to ATI written notice requiring ATI to purchase the WMC Interest in exchange for the Aggregate Consideration plus, if ATI's failure shall have resulted from other than the prohibition of such execution by any order, decree or injunction of a court of competent jurisdiction or an action taken or any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity that makes execution of the Merger Agreement illegal, an amount equal to 35% of the taxable income attributable to such sale (net of the amount of taxable income that would have been generated by the Merger, such as income arising from deferred intercompany gain or an excess loss account in the stock of any Transferee HoldSub (as defined in Section 2.2(a))) (the "Tax Adjustment").
(b) If Transferee shall have so failed, ATI may deliver to Transferee written notice requiring Transferee to cause the WMC Interest to be sold to ATI in exchange for the Aggregate Consideration.
(c) In the event that either ATI or Transferee exercises its right to cause the Sale, the provisions of Sections 1.6 and 1.7 and of Article IV shall be applicable.
Right to Require Sale. (a) Notwithstanding anything in this agreement to the contrary, at any time or times ML Media may request, by notice to Century, that (i) Century purchase ML Media's interest in the Joint Venture, (ii) the Joint Venture and the Subsidiary sell all of the assets and business of the Cable Division, or (iii) the Joint Venture sell all of the assets and business of the Radio Division. ML Media may deliver a request under any one of clauses (i), (ii) or (iii) or under both clauses (ii) and (iii).
(b) If ML Media makes a request under section 12(a)(i) or under both sections 12(a)(ii) and 12(a)(iii), the following shall apply:
(i) Century shall elect, by notice given to ML Media within 15 days after the notice from ML Media, to either (x) cause the Joint Venture and the Subsidiary to sell all of the assets and business of the Cable Division and the Radio Division for prices and at times consistent with prudent business practice (and approved by ML Media), or (y) purchase, or cause the Joint Venture to purchase (ML Media concurring in such purchase), all of ML Media's interest in the Joint Venture for a purchase price equal to the fair market value of the interest, payable in cash at the closing of the purchase. If Century elects to sell all of the assets and business of the Cable Division and the Radio Division then ML Media may elect, by notice given to Century within 20 days after the notice to Century, to purchase (or designate a purchaser of) Century's interest in the Joint Venture for a purchase price equal to the fair market value of the interest payable in cash at the closing. If ML Media does not so elect the management board of the Joint Venture and the board of directors of the Subsidiary shall diligently proceed to locate one or more purchasers and to consummate the sale of the assets and business of the Cable Division and the Radio Division as provided above.
(ii) If ML Media makes a request under Section 12(a)(ii) or section 12(a)(iii) (but not both) Century shall elect, by notice given to ML Media within 15 days after the notice from ML Media, to either (x) cause the Joint Venture and, in the case of a request under section 12(a)(ii), the Subsidiary to sell all of the assets and business of the Division to which the request relates for prices and at time consistent with prudent business practice (and approved by ML Media), or (y) purchase all of ML Media's interest in the Division to which the request relates for a purchase price equal to the fair m...