Right to Sell Shares Sample Clauses

Right to Sell Shares. The Fund hereby grants to TPIS the right, subject to the requirements of the 1933 Act, the 1934 Act, and the 1940 Act, and the terms set forth herein, to distribute the Shares during the term of this Agreement. The rights granted to TPIS shall be nonexclusive in that the Fund reserves the right to sell its Shares to investors pursuant to applications received and accepted by the Fund or its transfer agent. Further, the Fund reserves the right to issue Shares in connection with the merger or consolidation of any other investment company, trust or personal holding company with the Fund or the Fund's acquisition by the purchase or otherwise, of all or substantially all of the assets of an investment company, trust or personal holding company. Any right granted to TPIS to accept orders for Shares, or to make sales on behalf of the Fund or to purchase Shares for resale, will not apply to Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition by purchase or otherwise, of all or substantially all of the assets of any investment company, trust or personal holding company, or substantially all of the outstanding shares or interests of any such entity, and such right shall not apply to Shares that may be offered by the Fund to shareholders by virtue of their being shareholders of the Fund. TPIS is hereby authorized to enter into written sales or service agreements, on such terms and conditions as TPIS may determine are not inconsistent with this Agreement, with broker-dealers that are registered as such under the 1934 Act and are members of the NASD and agree to participate in the distribution of the Shares.

Right to Sell Shares. (a) At the Closing Time, Vendor shall have the exclusive right to sell, assign and transfer the Shares as provided in this Agreement. (b) At the Closing Time, any restrictions on the transfer of the Shares that are set out in the Constating Documents of the Corporation will have been complied with so as to permit the transfer of the Shares to Purchaser. (c) On the completion of the Purchase, Purchaser shall acquire from Vendor good legal and beneficial title to the Shares free and clear of all Encumbrances other than restrictions on transfers set out in the Constating Documents of the Corporation and any Encumbrances arising out of any action taken by Purchaser or any of its Affiliates. (d) As of the date hereof, no person, other than Purchaser pursuant to this Agreement, has any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Vendor of any of the Shares. (e) At the Closing Time, no person, other than Purchaser pursuant to this Agreement, shall have any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or acquisition from Vendor of any of the Shares.

Right to Sell Shares. In the event that Beck xxx SLT sell for cash or promissory notes (but not including any stock received in a merger or other combination) substantially all of their stock in the Company or in its Designated Affiliates (as hereinafter defined) or receive a distribution of the proceeds from a sale for cash or promissory notes (but not including any stock received in a merger or other combination) of substantially all of the assets of the Company or its Designated Affiliates before an initial public offering of the Common Stock of the Company or its Designated Affiliates (a "Private Sale"), Cohex xxxll have the right to sell his shares of

Right to Sell Shares. Such Seller has the absolute and unrestricted right, power and capacity to sell his portion of the Shares to Purchaser free and clear of any claims, rights or other encumbrances. Upon the delivery of his Shares and the payment by Purchaser of the applicable portion of the Purchase Price, such Seller’s potion of the Shares will be duly authorized, validly issued, fully paid and nonassessable.

Right to Sell Shares. (a) The Stockholder shall have the right to sell (the "Put Right") all or any portion of the Shares (the "Offered Shares") to the Company, and the Company shall be obligated to purchase the Offered Shares, in accordance with the terms and conditions of this Agreement. The Put Right shall be exercisable in whole or in part once per quarter during the exercise period. Notwithstanding anything contained herein to the contrary, (i) the Stockholder is not obligated to exercise the Put Right, and may, at any time, sell the Shares to any other party, and (ii) the Company shall have no obligation to purchase the Offered Shares following the delivery of a Notice of Exercise (as defined below) if such purchase would be in violation of applicable laws or regulations. (b) The Put Right shall be exercisable beginning on April 30, 2001 (it being understood that this date represents over one year after the date originally proposed by the Company and the Stockholder) and this Agreement and the Put Right shall terminate on the earliest of: (i) the written agreement of both the Company and the Stockholder; (ii) October 30, 2002; (iii) the date on which the Company executes a definitive agreement with a third party concerning a transaction intended to be accounted for as a "pooling of interests" in accordance with United States generally accepted accounting principles (a "Pooling Transaction"); provided that the Put Right shall not -------- ---- terminate upon the occurrence of an event described in this Subsection 1(b)(iii) if the Company's independent auditors deliver to the Company a written opinion indicating that the exercise of the Put Right would not prevent any such contemplated transaction from qualifying as a Pooling Transaction. Notwithstanding the foregoing, (i) the Put Right shall be reinstated in the event the Pooling Transaction fails to close and the definitive agreement related thereto is terminated (or if the definitive agreement is amended to reflect that such transaction is to be accounted for under the purchase method of accounting); and (ii) in the event the Pooling Transaction closes and the stockholders of the Company receive consideration in connection therewith which is less than $16.3125 per share, the Company shall, at such closing, pay to the Stockholder, in cash, an amount equal to the difference between $16.3125 and the fair market value of the consideration received by stockholders, unless such payment would prevent the Company from reporting ...

Right to Sell Shares. The Executive shall do whatever is reasonably necessary in order to enable the Company to maintain key man life insurance on his life with all benefits payable to the Company. Upon termination of this Agreement, the Executive shall have the right to require the Company to terminate such insurance or to assume the obligation to pay the premiums for such insurance and to require the Company to name designees of the Executive as beneficiaries thereof

Related to Right to Sell Shares

Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.
Notice and Right to Cure If the Contractor breaches the Contract, and Huron Valley Schools, in its sole discretion, determines that the breach is curable, Huron Valley Schools will provide the Contractor notice of the breach and a period of at least 30 days to cure the breach. Huron Valley Schools does not need to provide notice or an opportunity to cure for successive or repeated breaches or if Huron Valley Schools determines, in its sole discretion, that a breach poses a serious and imminent threat to the health or safety of any person or the imminent loss, damage, or destruction of any real or tangible personal property.
No Rights as Stockholder Until Exercise This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3.
Right to Purchase Section 11.23
Right to Opt Out If you do not wish to agree to arbitrate all Disputes in accordance with the terms and conditions of this section, you must advise us in writing at the following address by either hand delivery or a letter postmarked within thirty (30) days following the date you enter into this Agreement. You may opt-out without affecting your application or cardholder status.
Right to Piggyback Whenever the Company proposes to register any Equity Securities under the Securities Act (other than a registration (i) pursuant to a Registration Statement on Form S-8 (or other registration solely relating to an offering or sale to employees or directors of the Company pursuant to any employee share plan or other employee benefit arrangement), (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) in connection with any dividend or distribution reinvestment or similar plan or (iv) pursuant to a registration in which the Company is offering to exchange its own securities for other securities), whether for its own account or for the account of one or more stockholders of the Company (other than the Investors) (a “Piggyback Registration”), the Company shall give prompt written notice to each Investor of its intention to effect such a registration (but in no event less than ten (10) days prior to the proposed date of filing of the applicable Registration Statement) and, subject to Sections 1.5(b), 1.5(c) and 2.1, shall include in such Registration Statement and in any offering of Equity Securities to be made pursuant to such Registration Statement that number of Registrable Securities requested to be sold in such offering by such Investor for the account of such Investor, provided that the Company has received a written request for inclusion therein from such Investor no later than five (5) business days after the date on which the Company has given notice of the Piggyback Registration to Investors. The Company may terminate, delay or withdraw a Piggyback Registration prior to the effectiveness of such registration at any time in its sole discretion and, thereupon, (x) in the case of a determination to terminate or withdraw any registration, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 1.5 in connection with such registration and (y) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 1.5 for the same period as the delay in registering the other equity securities covered by such registration. If a Piggyback Registration is effected pursuant to a Registration Statement on Form S-3 or the then-appropriate form for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “Piggyback Shelf Registration Statement”), the Investors shall be notified by the Company of and shall have the right, but not the obligation, to participate in any offering pursuant to such Piggyback Shelf Registration Statement (a “Piggyback Shelf Take-Down”), subject to the same limitations that are applicable to any other Piggyback Registration as set forth above.
No Rights as Shareholder Until Exercise This Warrant does not entitle the Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof. Upon the surrender of this Warrant and the payment of the aggregate Exercise Price (or by means of a cashless exercise), the Warrant Shares so purchased shall be and be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the later of the date of such surrender or payment.
Xxxxxx’s Right to Transfer If all of the Shares proposed in the Notice to be transferred to a given Proposed Transferee are not purchased by the Company and/or its assignee(s) as provided in this Section 5, then the Holder may sell or otherwise transfer such Shares to that Proposed Transferee at the Offered Price or at a higher price, provided that such sale or other transfer is consummated within one hundred and twenty (120) days after the date of the Notice, that any such sale or other transfer is effected in accordance with any applicable securities laws and that the Proposed Transferee agrees in writing that the provisions of this Section 5 shall continue to apply to the Shares in the hands of such Proposed Transferee. If the Shares described in the Notice are not transferred to the Proposed Transferee within such period, a new Notice shall be given to the Company, and the Company and/or its assignees shall again be offered the Right of First Refusal before any Shares held by the Holder may be sold or otherwise transferred.
No Right to Cancel You do not have the right to cancel your subscription or change your mind. Once you sign this Investment Agreement, you are obligated to purchase the Note, no matter what, even if the Offering is over-subscribed and the amount of your Note is reduced.
Right to Company Materials The Executive agrees that all styles, designs, lists, materials, books, files, reports, correspondence, records, and other documents (“Company Materials”) used, prepared, or made available to the Executive shall be and shall remain the property of the Company. Upon the termination of employment or the expiration of this Agreement, the Executive shall immediately return to the Company all Company Materials, and the Executive shall not make or retain any copies thereof.

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