Rights and Notice Sample Clauses

Rights and Notice. Subject to Section 6.4 of this Agreement and the last sentence of this Section 6.1, if RSI receives a bona fide offer to purchase from it, whether in one transaction or in a series of related transactions, shares of Common Stock of the Company from any person other than an Affiliate of RSI (a "Purchase Offer"), RSI shall not accept such Purchase Offer unless each of the Holders is entitled to sell pursuant to the Purchase Offer that percentage of the shares of Common Stock owned by such Holder equal to the percentage of the number of shares of Common Stock owned by RSI proposed to be included in the Purchase Offer. Sales by the Holders pursuant to the Purchase Offer shall be on the same terms and conditions as the Purchase Offer, without reduction for minority interest, absence of voting rights, illiquidity or otherwise. Not later than fifteen (15) days prior to consummation of the Purchase Offer, RSI shall send a notice (the "Tag-Along Notice") to each Holder, which notice shall include, among other things, (a) the number of shares of Common Stock that are the subject of the Purchase Offer, (b) the price at which the bona fide purchaser is willing to purchase the Common Stock, and (c) all other relevant information as to such proposed transaction as may be necessary for each Holder to determine whether or not to exercise the Tag-Along Right. Upon receipt of the Tag-Along Notice, each Holder shall have the right (the "Tag-Along Right") to sell in accordance with the terms of the Purchase Offer up to the number of shares of Common Stock equal to the product of (a) the total number of shares of Common Stock proposed to be sold by all of the Holders pursuant to the Purchase Offer and (b) a fraction, the numerator of which shall be the number of shares of Common Stock owned by such Holder and the denominator of which shall be the number of shares of Common Stock owned by all Holders electing to participate in such purchase. A Holder may exercise the Tag-Along Right by delivering, not later than ten (10) days after receipt of the Tag-Along Notice, a written notice to RSI (a "Holder Tag-Along Notice") stating the number of shares of Common Stock that such Holder wishes to sell pursuant to the Purchase Offer. Notwithstanding the foregoing, RSI shall have the right to sell up to an aggregate of twenty-five percent (25%) of the total number of shares of Common Stock of the Company owned by RSI as of the date hereof (subject to future adjustment in the event of stoc...
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Rights and Notice. The Company shall not directly or indirectly sell or otherwise dispose of shares of Company Stock to any person (a "Third Party") in connection with a Tag-Along Transaction, unless the terms and conditions of such sale or other disposition shall include an offer to each Existing Partner to include, at the option of such Existing Partner, in such sale or other disposition that number of Registrable Securities of the same class of those securities to be so sold or disposed of by the Company owned by such Existing Partner as of the Exercise Notice (as defined below) at the time of such sale or other disposition determined in accordance with Section 8(b) (the "Tag-Along Shares"). The Company shall send a written notice (the "Tag-Along Notice") to each Existing Partner setting forth the number of shares proposed to be sold or otherwise disposed of in the Tag-Along Transaction (the "Tag-Along Transaction Shares"), and the price at which such shares are proposed to be sold (or the method by which such price is proposed to be determined). At any time within 15 days after its receipt of the Tag-Along Notice, the Existing Partners may exercise their option to sell the Tag-Along Shares by furnishing written notice of such exercise (the "Exercise Notice") to the Company. Notwithstanding anything to the contrary provided herein, the Existing Partners' rights pursuant to this Section 8 shall be effective not earlier than one year following the date hereof.
Sample 1
Rights and Notice. Subject to Sections 6.4, if FCG or any Affiliate of FCG receives a bona fide offer to purchase from it (or otherwise proposes to sell), whether in one transaction or in a series of related transactions, shares of Common Stock of the Company from any person other than an Affiliate of FCG (a "Purchase Offer"), FCG shall not accept such Purchase Offer unless the Holders are entitled to sell a number of shares of Common Stock and Series A Preferred (determined on an As-Converted Basis) in an amount equal to the product of (1) a fraction the numerator of which is total number of shares of Common Stock owned by such Holders, directly and on an As-Converted Basis, and the denominator of which equals the sum of the total number of shares of Common Stock owned by such Holders, directly and on an As-Converted Basis, plus the total number of shares of Common Stock and Series A Preferred (determined on an As-Converted Basis) owned by FCG, multiplied by (2) the number of shares of Common Stock proposed to be included in the Purchase Offer. Sales by the Holders pursuant to the
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Rights and Notice. The Company shall not directly or indirectly sell or otherwise dispose of shares of Company Stock to any person (a "Third Party") in connection with a Tag-Along Transaction, unless the terms and conditions of such sale or other disposition shall include an offer to Buyer to include, at the option of Buyer, in such sale or other disposition the Registrable Securities of the same class as those securities to be so sold or disposed of by the Company owned as of the Exercise Notice (as defined below) by Buyer at the time of such sale or other disposition determined in accordance with Section 8(b) (the "Tag-Along Shares"). The Company shall send a written notice (the "Tag-Along Notice") to Buyer setting forth the number of shares of Company Stock proposed to be sold or otherwise disposed of in the Tag-Along Transaction (the "Tag-Along Transaction Shares"), and the price at which such shares are proposed to be sold (or the method by which such price is proposed to be determined). At any time within 15 Business Days (but in the case of a retail "spot" offering, two Business Days so long as the Company has advised Buyer that it is considering effecting such an offering, and the material terms thereof, as promptly as is practical for the Company to do so and in any event not less than 15 days prior to the beginning of such two Business Day period) after its receipt of the Tag-Along Notice, Buyer may exercise its option to sell the Tag-Along Shares by furnishing written notice of such exercise (the "Exercise Notice") to the Company. Notwithstanding anything to the contrary provided herein, Buyer's rights pursuant to this Section 8 shall be effective not earlier than one year following the date hereof.
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Rights and Notice. 13 Section 7.3 Number of Shares to be Included . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 7.4
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Rights and Notice. 9 (b) Number of Shares to be Included.......................... 9 (c)
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Rights and Notice. The Company shall not directly or indirectly sell or otherwise dispose of shares of Company Stock to any person (a "Third Party") in connection with an Extraordinary Transaction in which the consideration for some or all of the shares of Company Stock is cash or cash equivalents (as determined under GAAP), unless the terms and conditions of such sale or other disposition shall include an offer to Buyer to include, at the option of Buyer, in such sale or other disposition of the Company Stock owned by Buyer at the time of such sale or other disposition determined in accordance with Section 8(b) (the "Tag-Along Shares"). The Company shall send a written notice (the "Tag-Along Notice") to Buyer setting forth the number of shares of Company Stock proposed to be sold or otherwise disposed of in the Extraordinary Transaction (the "Extraordinary Transaction Shares"), and the price at which such shares are proposed to be sold (or the method by which such price is proposed to be determined). At any time within 15 days after its receipt of the Tag-Along Notice, Buyer may exercise its option to sell the Tag-Along Shares by furnishing written notice of such exercise (the "Exercise Notice") to the Company.
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Related to Rights and Notice

  • ACCESS AND NOTICE 10 4.4 APPROVALS OF THIRD PARTIES AND PERMITS AND CONSENTS . . . . . . . . . . . 10 4.5

  • Registration Rights and Voting Rights Except as required pursuant to the Investor Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register under the Securities Act of 1933, as amended (the “Securities Act”), any of the Company’s presently outstanding securities or any of its securities that may hereafter be issued. To the Company’s knowledge, no stockholder of the Company has entered into any agreement with respect to the voting of equity securities of the Company.

  • Rights and Waivers All rights and remedies of the parties are separate and cumulative, and none of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies which either of the parties may have.

  • Assignability of Registration Rights Except as provided in Section 8.11, no Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the written consent of the other Party to this Agreement.

  • 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.

  • Addresses and Notice Any notice, demand, request or report required or permitted to be given or made to a Partner or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner or Assignee at the address set forth in Exhibit A or such other address as the Partners shall notify the General Partner in writing.

  • Counterparts and Notice This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. Any notice required to be given under this Agreement shall be deemed given when received, in writing addressed and delivered, by certified mail, by hand or via overnight delivery service as follows: If to the Trust: Xx. Xxxxxx X. Zion, Vice President & Treasurer HC Capital Trust Five Tower Bridge, 000 Xxxx Xxxxxx Drive, Suite 500 West Conshohocken, PA 19428 If to Portfolio Manager: Cadence Capital Management LLC 000 Xxxxxxxx Xxxxxx 00xx Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxx

  • Rights and Duties The Shareholders shall have the following rights, powers, privileges, duties and liabilities:

  • Rights and Duties of Warrant Agent (1) In the exercise of the rights and duties prescribed or conferred by the terms of this Indenture, the Warrant Agent shall exercise that degree of care, diligence and skill that a reasonably prudent warrant agent would exercise in comparable circumstances. No provision of this Indenture shall be construed to relieve the Warrant Agent from liability for its own gross negligent action, wilful misconduct, bad faith or fraud under this Indenture.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

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