SALE BY SELLING MEMBER Sample Clauses

SALE BY SELLING MEMBER. If the other Members do not deliver sufficient Member Acceptances within 60 days following their receipt from the Company of the Notice of Offer providing for the purchase by such Members of all of the Offered Interests, the Selling Member (i) shall be under no obligation to sell any of the Offered Interests to the other Members, unless the Selling Member so elects, and (ii) may, within a period of 90 days from the expiration of the 60-day period referred to above, sell all, but not less than all, of the Offered Interests to one or more third parties (each a "THIRD PARTY TRANSFEREE"), for cash at a price per unit not less than 95% of the Offer Price and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer; provided, however, that if there is more than one Third Party Transferee, the Selling Member in good faith must obtain binding and definitive commitments to purchase all the Offered Interests within such 90-day period before any sale to a Third Party Transferee of the Offered Interests may take place. Upon any such sale, the Third Party Transferee of such Offered Interests shall execute an agreement in form and substance satisfactory to the Company and pursuant to which such Third Party Transferee agrees that the Offered Interests it acquired from the Selling Member are subject to the provisions of this Agreement. If the Selling Member does not complete the sale of the Offered Interests at an Offer Price of at least 95% of the Offer Price (and on such other terms and conditions as are no more favorable to the proposed Third Party Transferee than those specified in the Notice of Offer) within such 90-day period, the provisions of this Section 9.3 shall again apply, and no sale of Offered Interests held by the Selling Member shall be made otherwise than in accordance with the terms of this Agreement. If a proposed Transfer is initiated but not completed, the Member initiating such Transfer shall only be entitled to initiate another Transfer of Offered Interests subject to this Section 9.3 after the expiration of the applicable 90-day period.
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Related to SALE BY SELLING MEMBER

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Qualified Purchaser Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories:

  • Certificate of Selling Stockholder A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of the Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(l) remains true and correct as of such Date of Delivery.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Certificate of Selling Shareholder At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Selling Stockholders’ Documents On the date hereof, the Company and the Selling Stockholders shall have furnished for review by the Representatives copies of the Powers of Attorney and Custody Agreements executed by each of the Selling Stockholders and such further information, certificates and documents as the Representatives may reasonably request.

  • Sale Purchase (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to a Purchase Agreement shall be consummated upon Funding's receipt from Xxxxxx Mae of the Xxxx of Sale and the payment by Funding to Xxxxxx Mae of the Initial Payment and the assignment to Xxxxxx Xxx of the Excess Distribution Certificate, and when consummated such sale and purchase shall be effective as of the date of the Xxxx of Sale. Xxxxxx Xxx and Funding shall use their best efforts to perform promptly their respective obligations pursuant to such Purchase Agreement.

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