Sale of Controlling Interest Sample Clauses

Sale of Controlling Interest. In the event that, after the Contribution Date, any party offers to acquire, directly or indirectly, a "controlling interest" in the Corporation, the Corporation shall use its best efforts to ensure that such offer is not accepted until the offeror shall first, by written notice, have offered to purchase from the undersigned its entire interest in the Corporation on the same terms per share and the same price per share applicable to the "controlling interest" proposed to be sold. The undersigned shall have the right and option, in its sole discretion, to sell such interest upon such terms by giving written notice of such election to the Corporation and such offeror within 30 days after the receipt of the applicable offer under this Paragraph 10. For purposes hereof, a "controlling interest" shall entail the possession, direct or indirect of the power of cause the direction of the management and policies of the Corporation, whether through ownership of voting securities, or otherwise.
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Sale of Controlling Interest. Borrower shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, sell, transfer, assign, pledge or otherwise convey a controlling interest in PHS, Inc. during the term of this Agreement.
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Sale of Controlling Interest. Except as provided in subsection (b) below, in the event that Amoco Technology Company, a Delaware corporation or any Permitted Transferee (the "Controlling Shareholder") desires, at any time, to sell, transfer, assign or otherwise dispose of an interest in the Company representing more than fifty percent (50%) of the voting power of the Company (the "Offered Shares") in any one transaction or a series of related transactions, the Controlling Shareholder shall deliver a notice (the "Notice") to the Optionee stating (i) the Controlling Shareholder's bona fide intention to sell or transfer the Offered Shares, (ii) the nature of the Offered Shares to be sold or transferred, (iii) the price for which the Controlling Shareholder proposes to sell or transfer such Offered Shares, (iv) the name of the proposed purchaser or transferee and (v) all other material terms and provisions relating to the proposed sale or transfer. The Controlling Shareholder may indicate in such Notice that the Optionee must sell to the proposed purchaser a proportion of this Option (whether or not vested) representing an amount of Shares (and to the extent any portion of this option is exercised, the Shares) equal to the proportion that the Offered Shares bears to the Controlling Shareholder's entire interest in the Company (the "Participating Ratio"). In such case, Optionee must sell his or her Participating Ratio of this Option or Shares acquired hereunder on the terms specified in the Notice. If the Notice does not require such mandatory sale, within thirty (30) days after receipt by the Optionee from the Controlling Shareholder of the Notice, the Optionee shall have the right, exercisable upon written notice to the Controlling Shareholder, to participate in the Controlling Shareholder's sale of the Offered Shares based on the Participating Ratio. To the extent the Controlling Shareholder requires the Optionee to sell or if the Optionee exercises such right of participation, the number of Offered Shares which the Selling Shareholder may sell pursuant to the Notice shall be correspondingly reduced. Notwithstanding the foregoing, if the Optionee holds Shares acquired upon exercise of any portion of this Option, such Shares, to the extent of the Participating Ratio must be sold before any portion of this Option is sold. To the extent that the Optionee sells any portion of this Option pursuant to this Section 13, the purchase price for the sale of such portion shall be equal to the purcha...
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Sale of Controlling Interest. Neither Citibank, BankBoston nor HypoVereinsbank (each a "Bank" and collectively, the "Banks") shall become a party to any proposed transaction (a "Sale Transaction") pursuant to which any Person or group shall become the "beneficial owner" (as defined in the Exchange Act) directly or indirectly of more than fifty percent (50%) of the combined voting power of the then outstanding securities of the Company (excluding any reincorporation, reorganization or recapitalization transaction in which the shareholders of the Company continue to possess at least eighty percent (80%) of the outstanding voting securities of the successor or surviving entity in the same relative proportions), unless two Banks shall be a party to such transaction. If, subject to the foregoing, a Sale Transaction is entered into, the Banks party to the Sale Transaction (the "Selling Banks") shall give notice (the "Sale Notice") to the other Bank. The Sale Notice shall specify the purchaser, the consideration and the proposed closing date and will give such other Bank the opportunity either to (i) agree to the sale of its Ordinary Shares in accordance with the terms of the Sale Transaction, or (ii) purchase for cash all, but not less than all, of the Ordinary Shares held by the Selling Banks upon substantially the same terms (including as to price and closing date) as contained in the Sale Notice.
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Sale of Controlling Interest. In the event that any party offers to acquire, directly or indirectly, a "controlling interest" in the Corporation, the Corporation shall use its best efforts to ensure that such offer is not accepted until the offeror shall first, by written notice, have offered to purchase from each Limited Partner its entire interest in the Corporation on the same terms per share and the same price per share applicable to the "controlling interest" proposed to be sold. The Limited Partners, and each of the, shall have the right and option, in their respective sole discretion, to sell such interest upon such terms by giving written notice of such election to the Corporation and such offeror within 30 days after the receipt of the applicable offer under this Section 1.
Sample 1

Related to Sale of Controlling Interest

  • Mortgage Payments Received After Transfer Date The amount of any related Monthly Payments received by the Seller after the related Transfer Date shall be forwarded to the Purchaser by overnight mail within one (1) Business Day following the date of receipt. The Seller shall notify the Purchaser of the particulars of the payment, which notification requirement shall be satisfied if the Seller forwards with its payment sufficient information to permit appropriate processing of the payment by the Purchaser. The Seller shall assume full responsibility for the necessary and appropriate legal application of such Monthly Payments received by the Seller after the related Transfer Date with respect to related Mortgage Loans then in foreclosure or bankruptcy; provided, for purposes of this Agreement, necessary and appropriate legal application of such Monthly Payments shall include, but not be limited to, endorsement of a Monthly Payment to the Purchaser with the particulars of the payment such as the account number, dollar amount, date received and any special Mortgagor application instructions and the Seller shall comply with the foregoing requirements with respect to all Monthly Payments received by it after the related Transfer Date.

  • Purchase Entirely for Own Account This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Sale and Purchase of Equity Interest 授予权利 Option Granted

  • If there is a permitted secondary offering (1) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering 10% or more of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3%. (2) If the Issuer is an emerging issuer and you have sold in a permitted secondary offering less than 10% of your escrow securities, your escrow securities will be released as follows: For delivery to complete the IPO All escrow securities sold by you in the permitted secondary offering On the listing date 1/10 of your original number of escrow securities less the escrow securities sold by you in the permitted secondary offering 6 months after the listing date 1/6 of your remaining escrow securities 12 months after the listing date 1/5 of your remaining escrow securities 18 months after the listing date 1/4 of your remaining escrow securities 24 months after the listing date 1/3 of your remaining escrow securities 30 months after the listing date 1/2 of your remaining escrow securities 36 months after the listing date your remaining escrow securities *In the simplest case, where there are no changes to the remaining escrow securities upon completion of the permitted secondary offering and no additional escrow securities, the release schedule outlined above results in the remaining escrow securities being released in equal tranches of 16 2/3% after completion of the release on the listing date.

  • Termination Upon Purchase by the Master Servicer or Liquidation of All Mortgage Loans (a) Except as otherwise set forth in this Article IX, including, without limitation, the obligation of the Master Servicer to make payments to Certificateholders as hereafter set forth, the Trust and the respective obligations and responsibilities of the Company, the Master Servicer, the Trustee and the Delaware Trustee created hereby shall terminate in accordance with Section 3808 of the Statutory Trust Statute upon (i) the purchase by the Master Servicer pursuant to the following paragraph of this Section 9.01(a) of all Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in the REMIC formed under this Agreement at a price equal, after the deduction of related advances, to the sum of (x) the excess of (A) 100% of the aggregate outstanding Principal Balance of such Mortgage Loans (other than Liquidated Mortgage Loans) plus accrued interest at the applicable Pass-Through Rate with respect to such Mortgage Loan (other than a Liquidated Mortgage Loan) through the last day of the month of such purchase, over (B) with respect to any Mortgage Loan which is not a Liquidated Mortgage Loan, the amount of the Bankruptcy Loss incurred with respect to such Mortgage Loan as of the date of such purchase by the Master Servicer to the extent that the Principal Balance of such Mortgage Loan has not been previously reduced by such Bankruptcy Loss, and (y) the appraised fair market value as of the effective date of the termination of the Trust of (A) all property in the Trust which secured a Mortgage Loan and which was acquired by foreclosure or deed in lieu of foreclosure after the Cut-Off Date, including related Insurance Proceeds, and (B) all other property included in any REMIC formed under this Agreement, any such appraisal to be conducted by an appraiser mutually agreed upon by the Master Servicer and the Trustee, or (ii) the later of the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust or the disposition of all property acquired upon foreclosure in respect of any Mortgage Loan, and the payment to the Certificateholders of all amounts required to be paid to them hereunder; provided, however, that in no event shall the Trust continue beyond the expiration of 21 years from the death of the survivor of the issue of Xxxxxx X. Xxxxxxx, the late ambassador of the United States to the Court of St. Xxxxx, living on the date hereof. On any Distribution Date after the first date on which the aggregate Principal Balance of the Mortgage Loans is less than the Clean-Up Call Percentage of the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Master Servicer may purchase the outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement at the price stated in clause (i) of the preceding paragraph; provided, that the Master Servicer may not so purchase the outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement if the price stated in clause (i) of the preceding paragraph exceeds the fair market value, determined in accordance with prudent industry practices, of all outstanding Mortgage Loans (other than Liquidated Mortgage Loans), all property acquired in respect of any Mortgage Loan remaining in the Trust and all other property included in any REMIC formed under this Agreement. If such right is exercised, the Master Servicer shall provide to the Trustee (and to the Company, if the Company is no longer acting as Master Servicer) the written certification of an officer of the Master Servicer (which certification shall include a statement to the effect that all amounts required to be paid in order to purchase the Mortgage Loans have been deposited in the Certificate Account) and the Trustee on behalf of the Trust shall promptly execute all instruments as may be necessary to release and assign to the Master Servicer the Mortgage Files and any foreclosed Mortgaged Property pertaining to the Trust. In no event shall the Master Servicer be required to expend any amounts other than those described in the first paragraph of this Section 9.01(a) in order to terminate the Trust or purchase the Mortgage Loans under this Section 9.01, and in no event shall the Company be required to expend any amounts in connection with such termination or purchase. (b) Notice of any termination, specifying the date upon which the Certificateholders may surrender their Certificates to the Trustee for payment and cancellation, shall be given promptly by letter from the Trustee to Certificateholders mailed not less than 30 days prior to such final distribution, specifying (i) the date upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office of the Certificate Registrar therein designated (the “Termination Date”), (ii) the amount of such final payment (the “Termination Payment”) and (iii) that the Record Date otherwise applicable to the Distribution Date upon which the Termination Date occurs is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Certificate Registrar therein specified. Upon any such notice, the Certificate Account shall terminate subject to the Master Servicer’s obligation to hold all amounts payable to Certificateholders in trust without interest pending such payment. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the Termination Date, the Master Servicer shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the Termination Payment with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Master Servicer may take appropriate steps to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets which remain in trust hereunder. Upon the completion of winding up of the Trust, including the payment or the making reasonable provision for payment of all obligations of the Trust in accordance with Section 3808(e) of the Statutory Trust Statute, the Delaware Trustee shall prepare, the Trustee, the Delaware Trustee and any other trustee hereunder shall sign, and the Delaware Trustee (upon the Trustee’s consent acting at the direction of the Master Servicer) shall file, a certificate of cancellation with the Secretary of State in accordance with Section 3810 of the Statutory Trust Statute, at which time the Trust and this Agreement shall terminate. The Master Servicer shall act as the liquidator of the Trust and shall be responsible for taking all actions in connection with winding up the Trust, in accordance with the requirements of this Agreement (including this Section 9.01 and Section 9.02) and applicable law.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • What if I Make a Contribution for Which I Am Ineligible or Change My Mind About the Type of IRA to Which I Wish to Contribute?

  • Calculating Interest Assume that you have a single interest rate of 15.99%, your ADB is $2,250 and there are 30 days in the billing period.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee. (b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee. (c) The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly liable with Indemnitee.

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