Sale of Shares to a Third Party Sample Clauses

Sale of Shares to a Third Party. (a) If at any time prior to an Initial Public Offering Stonington proposes to sell, for its own account, in one or more transactions, shares which, in the aggregate, represent 40% or more of the capital stock of Packard on a fully diluted basis to a third party in one or more private transactions which is not, and following such sale will not be, affiliated with Stonington (a "Third Party"), the Management Investors (other than a Management Investor whose employment, consultancy or directorship has been terminated for Cause), the Non-Management Investors and/or each of their Permitted Transferees, shall have the right to participate (a "Tag-Along Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of options) held by them on a pro rata basis (based on the percentage of Packard Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share and otherwise on the same terms as Stonington sells its Shares. If circumstances occur which give rise to the Tag-Along Right, then Stonington shall give written notice to the Packard Investors providing a summary of the terms of the proposed sale to the Third Party and advising such Packard Investors of their Tag-Along Rights. Each Packard Investor may exercise his or her Tag-Along Right by written notice to Packard stating the number of Shares that he or she wishes to sell, up to the maximum number permitted (being his or her pro rata amount referred to above and as disclosed in the notice to be given to him or her). If a Packard Investor gives written notice indicating that he or she wishes to sell, he or she shall be obligated to sell that number of Shares specified in his or her written acceptance notice upon the same terms and conditions as Stonington is selling to the Third Party conditional upon and contemporaneous with completion of the transaction of purchase and sale with the Third Party.
Sample 1
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Sale of Shares to a Third Party. If the other Shareholders do not serve Exercise Notices in respect of all of the Shares specified in the Transfer Notice within the time period herein above provided, the Transferor may then for a period of sixty (60) days following the expiration of such time period make a Transfer to the proposed Transferee of all the Shares specified in the Transfer Notice in accordance with the terms and conditions therein set forth and upon terms that the Transferee shall be the sole owner of such Shares free and clear of any and all liens, encumbrances, equities or restrictions of any nature whatsoever; provided that the Transferee shall have joined in this Agreement by executing a Deed of Adherence. The Parties shall procure that if a Transfer of Shares is made in accordance with the provisions of this Article 21.4 the Transfer shall be approved in accordance with the Articles of Association.
Sample 1
Sale of Shares to a Third Party. If the other Shareholders do not accept the offer of the Shares made as hereinabove required within the time period hereinabove provided, in writing, the Transferor of Shares may then for a period of sixty (60) days following the expiration of such time period transfer all of the Shares specified in the Notice in accordance with the terms and conditions therein set forth; provided that the Transferee shall have joined in this Agreement by instrument in form and substance satisfactory to the remaining Shareholders and shall thereupon be bound as a Shareholder. The Parties agree that if Shares are to be sold to a third party in accordance with the provisions of this Article 22.4, they shall call a meeting of the Shareholders of the Corporation and at such meeting shall approve the sale to such third party upon the terms herein provided.
Sample 1
Sale of Shares to a Third Party. (a) Tag-Along Rights. If, at any time, SEi or HPS (the "Disposing Shareholders") propose to sell shares to any one or more third parties who are not, and following such sale will not be, a wholly owned subsidiary of an Investor Shareholder (a "Third Party"), the other Investor Shareholder shall have the right to participate (a "Tag- Along Right") in such sale with respect to any shares, including any shares issuable upon exercise of any vested options or
Sample 1
Sale of Shares to a Third Party. (a) If at any time prior to an Initial Public Offering, Stonington proposes to sell shares for its own account to one or more parties in one or more private transactions which is not, and following such sale will not be, affiliated with Stonington (a "Third Party") and which will result in Stonington ceasing to be the beneficial owners of at least 50% of the common equity of the Corporation on a fully diluted basis, the Participants shall have the right to participate (a "Tag-Along-Right") in such sale with respect to any Shares (including Shares obtainable upon exercise of Options or through payment for Non Vested Units granted pursuant to the Plan) held by them on a pro rata basis (based on the percentage of Participant Shares corresponding to the relationship of the aggregate number of Shares to be sold by Stonington to the aggregate number of Stonington Shares) for the same consideration per Share/Unit and otherwise on the same terms as Stonington sells its Shares.
Sample 1
Sale of Shares to a Third Party. (a) Tag-Along Rights. If, at any time, Sykex xx HPS (the "Disposing Shareholders") propose to sell shares to any one or more third parties who are not, and following such sale will not be, a wholly owned subsidiary of an Investor Shareholder (a "Third Party"), the
Sample 1
Sale of Shares to a Third Party. (a) TAG-ALONG RIGHTS. If, at any time, Xxxxx or HPS (the "Disposing Shareholders") propose to sell shares to any one or more third parties who are not, and following such sale will not be, a wholly owned subsidiary of an Investor Shareholder (a "Third Party"), the other Investor Shareholder shall have the right to participate (a "Tag-Along Right") in such sale with respect to any shares, including any shares issuable upon exercise of any vested options or warrants (if any) held by such Investor Shareholder, on a Pro Rata basis for the same consideration per Share and otherwise on the same terms as the Disposing Shareholders. If circumstances occur which give rise to the Tag-Along Right, then the Disposing Shareholder shall give written notice to Newco and the other Investor Shareholder, providing the particulars of the proposed sale to the Third Party and advising such other Investor Shareholder of its Tag-Along Rights. This notice shall not be given until the expiration of all rights of First Refusal under Section 4.3. The other Investor Shareholder may exercise its Tag-Along Right by written notice to Newco and the Disposing Shareholder within twenty-five (25) days of the date of mailing of the Disposing Shareholder's notice stating the number of shares that it wishes to sell, up to the maximum number permitted herein. If any Investor Shareholder gives written notice indicating that such Investor Shareholder wishes to sell, such Investor Shareholder shall be obligated to sell that number of shares specified in its written acceptance notice upon the same terms and conditions as the Disposing Shareholder is selling to the Third Party and shall not be subject to the requirement of Section 4.3. The Tag-Along Right provided in this Section 4.4 shall be in addition to the Right of First Refusal provided in Section 4.3 and shall not relieve the Disposing Shareholder of the obligation to provide the First Refusal Notice provided herein. No Shareholder, other than an Investor Shareholder, shall have any Tag-Along Right.
Sample 1
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Related to Sale of Shares to a Third Party

  • Sale of Shares to Affiliates You may sell our Shares at net asset value to certain of your and our affiliated persons pursuant to the applicable provisions of the Federal securities statutes and rules or regulations thereunder (the “Rules and Regulations”), including Rule 22d-1 under the 1940 Act, as amended from time to time.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Sale of Shares by the Fund Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders.

  • Acquisition of Shares by Third Party Other than an affiliate of Chenghe Investment Co. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

  • Sale of Shares by the Trust The Trust reserves the right to issue any Shares at any time directly to the holders of Shares ("Shareholders"), to sell Shares to its Shareholders or to other persons at not less than net asset value and to issue Shares in exchange for substantially all the assets of any corporation or trust or for the shares of any corporation or trust.

  • Resale of Shares Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Hxxxxx to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof, then the Company shall promptly, and in any event within five (5) business days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B)-(D), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the Effective Date.

  • Restriction on Sale of Shares During a period of 60 days from the date of the Prospectus Supplement (the “Lock-Up Period”), the Company will not, without the prior written consent of Xxxxxx Xxxxxx (which will not be unreasonably withheld), (i) directly or indirectly, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or file any registration statement under the 1933 Act with respect to any of the foregoing or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Shares or such other securities, in cash or otherwise. Notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The restrictions in this Section shall not apply to (A) the Shares to be sold hereunder, (B) the Common Shares issued pursuant to the Company’s Dividend Reinvestment Plan or (C) any options or Common Shares granted or withheld pursuant to the Company’s stock option, stock bonus, restricted stock or other stock plan or arrangements referred to in the Prospectus.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Sale of Stock Subject to the terms and conditions of this Agreement, ------------- on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, 960,000 shares of the Company's Common Stock (the "Shares") at a purchase price of $0.01 per Share ------ for a total purchase price of $9,600.00. The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

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