RIGHTS TO COMPEL SALE Sample Clauses

RIGHTS TO COMPEL SALE. (a) If at any time the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, of the issued and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") to sell all, but not less then all, of the Shares held by each such Remaining Holder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares on the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions. (b) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third Party; (ii) the amount of consideration to be paid per Share and the terms and conditions of payment offered by the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c) shall only apply if the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company...
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RIGHTS TO COMPEL SALE. If Xxxxxxx Xxxx proposes to sell greater than five percent (5%) of all shares of Common Stock then issued and outstanding to a third party in an arms-length transaction, Xxxxxxx Xxxx may do so, and may, at his option, require Xxxxx Xxxx to sell all, or an equal amount, of the Shares owned by Xxxxx Xxxx to the third party for the same cash consideration per Share and otherwise on the same terms and conditions upon which Xxxxxxx Xxxx is selling his shares of Common Stock.
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RIGHTS TO COMPEL SALE. (a) Stockholders holding at least sixty --------------------- percent (60%) of the Voting Shares of the Company (the "Compelling ---------- Stockholders") shall have the right in connection with the proposed sale of ------------ their Shares ("Compelling Securities") pursuant to a bona fide offer (a --------------------- "Compelled Sale Offer") by a third party (a "Compelled Sale Purchaser"), to -------------------- ------------------------ require Nortel to sell all, or its pro rata share (based on the number of Shares then being sold by the Compelling Stockholders), of the Shares then held by Nortel (the "Compelled Securities," and together with the Compelling Securities, -------------------- the "Compelled Sale Securities"), to the Compelled Sale Purchaser, for the same ------------------------- consideration per Share (the "Compelled Sale Offer Price") and otherwise on the -------------------------- same terms and conditions upon which the Compelling Stockholders sell their Compelling Securities.
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RIGHTS TO COMPEL SALE. If a Proposing Holder proposes to sell all Common Shares by way of merger with, or stock or asset sale to, any Person (other than an Affiliate of the Proposing Holder) (the "THIRD PARTY PURCHASER"), then (in addition to the right of the remaining Holders to participate in such sale pursuant to Section 4(b)) Proposing Holder may, at its option, require all other Holders to sell (or vote in favor of such transaction, to the extent required) all Common Shares held by them to the Third Party Purchaser for the same consideration per share and otherwise on the same terms and conditions upon which the Proposing Holder sells its Common Shares; provided that no Holder of Class B Common Shares shall be required to accept any consideration other than cash or marketable securities that constitute a legal investment by such Holder under applicable law or regulatory restrictions.
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RIGHTS TO COMPEL SALE. (a) If Stockholders entitled to vote at least 54% of the then outstanding Voting Shares (as defined in Section 12 hereof) propose to sell in any transaction or any series of related transactions all of the Shares, Options and Warrants) to a third party (other than to an Affiliate of an Offeror Stockholder (as defined below)) in an arm's-length transaction, such Offeror Stockholders may require all but not less than all of the remaining Stockholders to sell all but not less than all the Shares, Options and Warrants owned by them to such third party for the same per share consideration (equitably adjusted to take into account the exercise price of any Options or Warrants) and otherwise on the terms and conditions provided in this Section 4; PROVIDED, HOWEVER, that (A) Georgetown shall be one of such Offeror Stockholders, (B) if the Sale Date (as defined below) is prior to the second anniversary of the date hereof, the New Investors shall both be Offeror Stockholders, and (C) if the Sale Date is on or after the second anniversary of the date hereof, either (1) the New Investors shall both be Offeror Stockholders or (2) the aggregate sale price (net of Sale Expenses) would result in a cumulative annual rate of return (compounded semiannually) to each of the New Investors from the date hereof through the Sale Date equal to the following: (x) 35%, if such sale occurs after the second anniversary of the date hereof but prior to the fifth anniversary of the date hereof, and (y) 25%, if such sale occurs on or after the fifth anniversary of the date hereof (it being understood that one or more of the other Stockholders may agree to increase the net proceeds payable to the New Investors on such sale by an amount sufficient to satisfy the conditions set forth in clause (2) above). If Stockholders entitled to vote at least 70% of the then outstanding Voting Shares propose to sell in any transaction or any series of related transactions all of the Shares, Options and Warrants to a third party (other than to an Affiliate of an Offeror Stockholder) in an arm's-length transaction, such Offeror Stockholders may require all but not less than all of the remaining Stockholders to sell all but not less than all the Shares, Options and Warrants owned by them to such third party for the same consideration per share and otherwise on the terms and conditions provided in this Section 4; PROVIDED, HOWEVER, that (A) if the sale occurs on or before the second anniversary of the date he...
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RIGHTS TO COMPEL SALE. (a) If one or more Investors propose to sell all or any portion of their Shares in any transaction or any series of transactions in which Shares in an aggregate amount of at least 51% of the outstanding Common Stock (on a fully-diluted basis assuming exercise of outstanding options and warrants and conversion of convertible securities) will be sold to a third party, and, for so long as they continue to own shares of Series A Preferred Stock (or shares of Common Stock issued upon conversion thereof), with the prior written consent of each of DTN and PRA, in their sole and absolute discretion, the selling Investor(s) may compel all other Investors to sell their Pro Rata Share (as defined below) of the aggregate number of Shares owned by such Investor (the "Seller Shares") to such third party for the same per Share consideration and otherwise on the terms and conditions provided in this Section 2.2. (b) The selling Investor(s) shall send written notice of the exercise of their rights pursuant to this Section 2.2 to each of the remaining Investors (the "Drag Along Notice"), setting forth the percentage of the outstanding Common Stock to be transferred (the "Pro Rata Share"), the consideration per Share to be paid by a third party purchaser and the other terms and conditions of the transaction. Within 15 days following the date of the Drag Along Notice, each Investor shall deliver certificates representing the Seller Shares, duly endorsed, together with all other documents required to be executed in connection with such transactions. If any Investor should fail to deliver such certificates, the Company shall cause the books and records of the Company to show that such Shares are bound by the provisions of this Section 2.2 and that such Shares have been transferred to the third party purchaser and each Investor consents to such action by the Company. (c) Simultaneously with the consummation of the sale of the Shares pursuant to this Section 2.2, the selling Investor(s) shall promptly, but in any event not later than three (3) business days thereafter, remit to each other Investor the total sale price of the Seller Shares sold by such Investor pursuant thereto; and shall furnish such other evidence of the completion and time of completion of such sale or other disposition and the terms thereof as may be reasonably requested by such other Investor. (d) The purchase from the Investor pursuant to this Section 2.2 shall be on the same date of transfer and on the same...
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RIGHTS TO COMPEL SALE. Subject to prior compliance with Section 3.1 hereof and the relevant voting rights of the Company's stockholders pursuant to the Restated Certificate, including, without limitation, Section 4.3(c)(iii)(B) of the Restated Certificate, if at any time Securityholders owning of record at least sixty-six percent of the Shares desire to transfer all their Shares to a Third Party in an arms-length transaction, then such Securityholders may, at their option, and upon fifteen (15) days notice in writing to all other holders of Shares, require such other holders to sell all Shares owned by them to the Third Party for the same consideration per Share (with respect to Common Stock Equivalents, per share of Common Stock that may then be acquired upon exercise and/or conversion of such Common Stock Equivalent) and otherwise on the same terms and conditions upon which such Securityholders are selling their Shares (with respect to any warrant, option, or other subscription or purchase right with respect to shares of Common Stock or Preferred Stock convertible into Common Stock, subject to reduction for the amount per share of Common Stock of the exercise or purchase price thereof); provided that such other holders of Shares shall not be required to make any representations and warranties relating to the Company or provide any indemnities with respect thereto.
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Related to RIGHTS TO COMPEL SALE

  • Contractual Rights to Benefits This Agreement establishes and vests in the Executive a contractual right to the benefits to which he is entitled hereunder. However, nothing herein contained shall require or be deemed to require, or prohibit or be deemed to prohibit, the Company to segregate, earmark, or otherwise set aside any funds or other assets, in trust or otherwise, to provide for any payments to be made or required hereunder.

  • Distribution of Rights to Purchase Shares (a) Distribution to ADS Holders Whenever the Company intends to distribute to the holders of the Deposited Securities rights to subscribe for additional Shares, the Company shall give notice thereof to the Depositary at least 60 days prior to the proposed distribution stating whether or not it wishes such rights to be made available to Holders of ADSs. Upon receipt of a notice indicating that the Company wishes such rights to be made available to Holders of ADSs, the Depositary shall consult with the Company to determine, and the Company shall determine, whether it is lawful and reasonably practicable to make such rights available to the Holders. The Depositary shall make such rights available to Holders only if (i) the Company shall have timely requested that such rights be made available to Holders, (ii) the Depositary shall have received satisfactory documentation within the terms of Section 5.7, and (iii) the Depositary shall have determined that such distribution of rights is lawful and reasonably practicable. In the event any of the conditions set forth above are not satisfied, the Depositary shall proceed with the sale of the rights as contemplated in Section 4.4(b) below or, if timing or market conditions may not permit, do nothing thereby allowing such rights to lapse. In the event all conditions set forth above are satisfied, the Depositary shall establish an ADS Record Date (upon the terms described in Section 4.7) and establish procedures (x) to distribute such rights (by means of warrants or otherwise) and (y) to enable the Holders to exercise the rights (upon payment of applicable (a) fees and charges of, and expenses incurred by, the Depositary and (b) taxes and other governmental charges). Nothing herein shall obligate the Depositary to make available to the Holders a method to exercise such rights to subscribe for Shares (rather than ADSs).

  • CFR PART 200 Rights to Inventions If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Pursuant to the above, when the foregoing applies to ESC Region 8 and TIPS Members, Vendor certifies that during the term of an award resulting from this procurement process, Vendor agrees to comply with all applicable requirements as referenced in the Federal rule above. Does vendor agree? Yes

  • Right to Compel Performance Notwithstanding the foregoing, upon the occurrence of an event of Default, a non-Defaulting Interconnection Party shall be entitled to (a) commence an action to require the Defaulting Interconnection Party to remedy such Default and specifically perform its duties and obligations hereunder in accordance with the terms and conditions hereof, (b) withhold payments, (c) suspend performance hereunder, and (d) exercise such other rights and remedies as it may have in equity or at law; provided, however, that the Transmission Provider shall not terminate the Interconnection Service Agreement due to the failure of Interconnection Customer to make a payment hereunder unless such failure could reasonably be expected to have a material adverse effect on the Interconnected Transmission Owner.

  • Covenant Not to Compete (a) Each of Parent and Seller agrees that for a period of 3 years after the Closing Date neither of them nor any of their respective Affiliates shall, directly or indirectly, for himself, herself or itself, or on behalf of any other person, firm, entity or other enterprise, be employed by, be an officer, director or manager of, act as a consultant for, be a partner in, have a proprietary interest in, or loan money to any person, enterprise, partnership, association, corporation, limited liability company, joint venture or other entity which is directly or indirectly in the business of owning, operating or managing any mobile radiological, EKG, or any other business currently conducted by Seller (the "Applicable Businesses"), now or hereafter competitive with any such Applicable Business of Buyer (including, without limitation, the Business), IHS or any of their respective Affiliates, located in any state in which Buyer, IHS or Seller is currently conducting such business; provided, however, that nothing contained herein shall restrict Seller from performing its obligations under any Temporary Excluded Contracts as provided in Section 1.4(c) or restrict Parent or any of its Affiliates from operating or owning any of their existing businesses or investments or renting or leasing any equipment, provided that they do not expand into the foregoing prohibited activities. The restrictions contained in this Section 5.5 (other than the confidentiality provisions) shall not be binding upon any third party purchaser of Parent, or of any assets, stock, division or business unit of Parent or of any Affiliate of Parent. (b) Seller and Parent represent and warrant that there are no employees, consultants or agents of Parent having expertise in the operation of the Applicable Business or having a relationship with any customers of the Applicable Business. Notwithstanding anything to the contrary contained in this Agreement, the foregoing representation and warranty and all indemnification rights with respect thereto shall not expire until the date that is three (3) years after the date hereof. (c) Seller and the Parent hereby agree that, for a period of three (3) years following the date hereof, without the express written consent of IHS, none of Seller, the Parent and their respective Affiliates will directly or indirectly, for themselves or on behalf of any other person, firm, entity or other enterprise: (i) solicit any client, facility or patient who, prior to the date hereof, was a client, facility or patient of Seller with respect to the Applicable Business; or (ii) hire, entice away or in any other manner persuade any employee, consultant, representative or agent who was an employee, consultant, representative or agent of Seller prior to the date hereof, to alter, modify or terminate their relationship with Buyer or IHS. (d) The Parent and Seller each acknowledges that the restrictions contained in this Section 5.5 are reasonable and necessary to protect the legitimate business interests of Buyer and IHS and that any violation thereof by either of them would result in irreparable harm to Buyer and IHS, and that damages in the event of such a breach will be difficult, if not impossible, to ascertain. Accordingly, the Parent and Seller each agrees that upon the violation by it of any of the restrictions contained in this Section 5.5, Buyer and IHS shall be entitled to obtain from any court of competent jurisdiction a preliminary and permanent injunction as well as any other relief provided at law, equity, under this Agreement or otherwise, without the necessity of posting any bond or other security whatsoever. In the event any of the foregoing restrictions are adjudged unreasonable in any proceeding, then the parties agree that the period of time or the scope of such restrictions (or both) shall be adjusted to such a manner or for such a time (or both) as is adjudged to be reasonable. (e) The Parent and Seller each acknowledges that the covenants contained in this Section 5.5 are independent covenants and that any failure by the Buyer or IHS to perform its obligations under this Agreement shall not be a defense to enforcement of the covenants contained in this Agreement, including but not limited to a temporary or permanent injunction. (f) Seller and Parent agree to take any and all actions necessary, including, without limitation, commencement of legal proceedings, to enforce each of the non-competition agreements set forth on Schedule 1.4 (a) hereto upon the request of and in accordance with the instructions of Buyer. Seller and Parent shall not be required to advance or expend any funds in connection with their respective obligations under this subsection (f). Buyer shall indemnify and hold harmless Seller and Parent from any loss, liability, damage, cost and expense, including without limitation, reasonable legal fees and expenses, arising out of taking any such actions at Buyer's request. Buyer acknowledges that Seller intends to terminate all Excluded Contracts (not otherwise terminated); provided that Seller shall not shorten the non-competition provisions of such agreements in effect immediately prior to their termination.

  • Agreement Not to Compete (a) None of Trident and Athens NA or any member of their respective Groups, on the one hand, and Fountain or any member of the Fountain Group, on the other hand, shall, for a period of three (3) years following the Closing Date, establish or acquire any new businesses that involve the sale of products or the provision of services that (i) with respect to Trident or Athens NA or any member of their respective Groups, compete with the Fountain Business or (ii) with respect to Fountain or any member of the Fountain Group compete with the Trident Business or the Athens North American R/SB Business (“Competitive Activities”). (b) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall be permitted to continue to conduct their current Businesses and extensions thereof (including any sale of any product or service that otherwise incorporates or uses as a component any of the products that would otherwise constitute Competitive Activities); provided that, for purposes of this Section 5.2, the Trident Retained Business shall be deemed to exclude the Athens North American R/SB Business. (c) Notwithstanding Section 5.2(a), Trident, Athens NA and Fountain and any member of their respective Groups shall also be permitted to (I) acquire and own any interests in any publicly-traded Persons that engage in Competitive Activities so long as such interests constitute less than 5% of such Person’s voting securities, (II) acquire and own any interests in any Persons not publicly-traded that engage in Competitive Activities so long as such interests constitute less than 10% of such Person’s voting securities, (III) sell or divest any or all of its assets or businesses to any Person that is not an Affiliate, and such Person shall in no way be bound by the restrictions set forth in Section 5.2(a) and (IV) acquire and own any interests in any Persons that engage in Competitive Activities so long as the Competitive Activities of such Person constitute less than 25% of such Person’s consolidated annual net revenues for its most recently completed fiscal year (a “Permitted Acquiree”), and, in the case of clause (IV), each of Trident, Athens NA and Fountain and any member of their respective Groups, as applicable, uses its reasonable best efforts to dispose of the businesses of such Permitted Acquiree in Competitive Activities within twelve (12) months from the closing of such acquisition; provided that such twelve (12) month period shall be extended in the event that a definitive agreement to dispose of such business within such twelve (12) month period has been entered into (x) for three (3) months, to permit the closing of such transaction or (y) for a reasonable period of time, in the event such definitive agreement is terminated as a result of the failure of a closing condition, the failure to obtain antitrust or other regulatory clearance or a breach by the other party to the agreement, to permit Trident, Athens NA or Fountain or such member of their respective Groups, as applicable to seek an alternative disposition transaction.

  • Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • Agreement of Rights Holders Every holder of a Right by accepting the same consents and agrees with the Company and the Rights Agent and with every other holder of a Right that: (a) prior to the Distribution Date, the Rights will be transferable only in connection with the transfer of Common Stock; (b) after the Distribution Date, the Rights Certificates are transferable only on the registry books of the Rights Agent if surrendered at the principal office or offices of the Rights Agent designated for such purposes, duly endorsed or accompanied by a proper instrument of transfer and with the appropriate forms and certificates fully executed; (c) subject to Section 6(a) and Section 7(f) hereof, the Company and the Rights Agent may deem and treat the person in whose name a Rights Certificate (or, prior to the Distribution Date, the associated Common Stock certificate) is registered as the absolute owner thereof and of the Rights evidenced thereby (notwithstanding any notations of ownership or writing on the Rights Certificates or the associated Common Stock certificate made by anyone other than the Company or the Rights Agent) for all purposes whatsoever, and neither the Company nor the Rights Agent, subject to the last sentence of Section 7(e) hereof, shall be required to be affected by any notice to the contrary; and (d) notwithstanding anything in this Agreement to the contrary, neither the Company nor the Rights Agent shall have any liability to any holder of a Right or other Person as a result of its inability to perform any of its obligations under this Agreement by reason of any preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a governmental, regulatory or administrative agency or commission, or any statute, rule, regulation or executive order promulgated or enacted by any governmental authority, prohibiting or otherwise restraining performance of such obligation; provided, however, the Company must use its best efforts to have any such order, decree or ruling lifted or otherwise overturned as soon as possible.

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