RIGHT TO SELL TO THIRD PERSONS Sample Clauses

RIGHT TO SELL TO THIRD PERSONS. If the Non-Selling Party elects not to exercise its option to purchase the offered ownership interest or fails to timely elect to exercise its option to purchase, the selling Shareholder who has given notice of its desire to sell its ownership interest may for a two (2) month period beginning at the end of the thirty (30) day period specified in Section 1.6, sell the specified ownership interest to the proposed transferee; provided, however, that, since the ownership interest may not have been registered under the Securities Act of 1933 (the "Act") and is a "restricted security" as defined in Rule 144 under the Act, the ownership interest may not be offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the reasonable satisfaction of the Corporation. If any third Person offeree other than the identified offeree offers to purchase part or all of the offered ownership interest, the selling Shareholder shall notify the Non-Selling Party in writing within ten (10) business days after it receives the offer. Such notice shall contain the same information required under Section 1.6. Purchase by the third Person offeree shall be conditioned on a right of first refusal whereby the Non-Selling Party (or its designee) for a period of thirty (30) business days from receipt of written notice of the new offeree's intent to purchase may elect to purchase the offered ownership interest. During such period the Non-Selling Shareholder (or its designee) shall have the option to purchase the offered ownership interest at a price equal to the price and on the terms to be paid by the original offeree. After the thirty (30) business day option period, the selling Shareholder may sell its ownership interest or the specified portion thereof to the identified offeree strictly in compliance with the terms set forth in such written notice. In the event the ownership interest or specified portion thereof, is not sold within the two (2) month period upon the terms set forth in the notice of the proposed transfer, such ownership interest or the specified portion thereof shall thereafter again be subject to the right of first refusal procedures set forth in this Agreement. In addition, if there is a change in the price or a material change in the other terms of the proposed sale, the right of first refusal procedures...
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Related to RIGHT TO SELL TO THIRD PERSONS

  • Notice to Third Parties Licensee shall give written notice, prior to the first sale of Licensed Product, to any Third Party to which it sells Licensed Product of the restrictions contained in this Section 5, and Licensee shall use its best endeavors, without prejudice to any other provision of this Agreement, to ensure that such Third Parties will undertake to abide by the restrictions contained in this Section 5 and will assist the MPP and Pfizer in securing compliance with this Section 5 and the restrictions which it contemplates.

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Liability to Third Parties The Member shall not be liable for the debts, obligations or liabilities of the Company, including under a judgment, decree or order of a court.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • No Obligation to Third Parties The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement.

  • Disclosure to Third Parties The Company shall have the right to disclose to third parties, in whatever manner the Company may determine, the fact that this Agreement has been executed, the names of the parties to this Agreement and the terms hereof.

  • No Third Parties Nothing in this Agreement is intended to, nor shall it confer any rights on a third party.

  • Links to Third Party Sites The Bank website may contain links to other websites ("Linked Sites"). Such links are provided solely as a convenience for you. While the Bank will attempt to select and provide links to Linked Sites that it believes may be of interest to its customers, the Bank does not screen, approve, review or otherwise endorse any content or information contained in any Linked Sites. You acknowledge and agree that the Bank, its affiliates and partners are not responsible for the contents of any Linked Sites, including the accuracy or availability of information provided by Linked Sites, and make no representations or warranties regarding the Linked Sites or your use of them.

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

  • No Rights in Third Parties This Agreement does not create any rights in, or inure to the benefit of, any third party except as expressly provided herein.

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