Sale Procedures. In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:
(a) prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus or prospectus supplement used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by the Registration Statement;
(b) if a prospectus or prospectus supplement will be used in connection with the marketing of an Underwritten Offering from the Registration Statement and the Managing Underwriter at any time shall notify the Partnership in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such prospectus or prospectus supplement is of material importance to the success of the Underwritten Offering of such Registrable Securities, the Partnership shall use its commercially reasonable efforts to include such information in such prospectus or prospectus supplement;
(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing the Registration Statement or any other registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or such other registration statement or supplement or amendment thereto, and (ii) such number of copies of the Registration Statement or such other registration statement and the prospectus or prospectus supplement included therein and any supplements and amendments thereto as such Selling Holder may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement;
(d) if applicable, use its commercially reasonable effo...
Sale Procedures. In connection with its obligations under this Section 7.12, the Partnership shall:
(i) furnish to each Selling Holder (A) as far in advance as reasonably practicable before filing a Registration Statement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing a Registration Statement or supplement or amendment thereto, and (B) such number of copies of such Registration Statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by such Registration Statement; provided, however, that the Partnership will not have any obligation to provide any document pursuant to clause (B) hereof that is available on the Commission’s website;
(ii) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by a Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the managing underwriter, shall reasonably request; provided, however, that the Partnership will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;
(iii) promptly notify each Selling Holder and each underwriter, at any time when a prospectus is required to be delivered under the Securities Act, of (A) the filing of a Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective; and (B) any written comments from the Commission with respect to any Registration Statement or any document incorporated by ...
Sale Procedures. (a) In connection with any Drag-Along Sale, or any Tag-Along Sale which the Participant agrees to accept, all Participants shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by them in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale and shall be obligated to take all reasonable actions and to reasonably cooperate in the consummation of the transaction contemplated thereby and shall execute all documents, including a sale, purchase, amalgamation, reorganization or merger agreement, reasonably requested by the Selling Shareholder(s) containing the terms and conditions of the Drag-Along Sale or Tag-Along Sale; provided, however, that such terms and conditions shall include the following: (i) any representations and warranties from the Participants shall be on a several and not joint basis; and (ii) the maximum liability of each Participant (other than for fraud or intentional misrepresentation as to ownership or the existence of a lien) under such Drag-Along Sale or Tag-Along Sale transaction shall be limited to the purchase price received by such Participant.
(b) No Participant shall exercise any rights of appraisal or dissent rights that such Participant may have (whether under applicable law or otherwise) or could potentially have or acquire in connection with any Drag-Along Sale or Tag-Along Sale or any proposal that is necessary or desirable to consummate the Drag-Along Sale or Tag-Along Sale.
(c) All Transfers of Shares, including Shares issuable upon exercise of the Award to the Drag-Along Transferee pursuant to Section 11 or the Tag-Along Transferee pursuant to Section 12, shall be consummated contemporaneously on the closing date specified in the Drag-Along Notice or offer of Tag-Along Sale and, if any Participant shall not have taken such steps as are necessary to Transfer Shares and/or exercise the Award to be exercised as provided above in Section 11, in order for the Shares to be so Transferred, such Participant shall be deemed to have appointed each Selling Shareholder as his true and lawful attorney in fact to take all such actions and to sign all such documents as a...
Sale Procedures a. In connection with any Drag-Along Sale, or Tag-Along Sale which the Participant agrees (or is deemed to agree) to accept, the Participant shall be obligated, if applicable and if permitted by law, to vote (or consent in writing, as the case may be, in respect of) all Shares held by him in favour of any Drag-Along Sale or Tag-Along Sale being effected by merger, amalgamation, consolidation, plan of arrangement, share sale, asset sale or other type of business combination requiring shareholder approval and the Participant shall in all other respects support the transaction contemplated by the Drag-Along Sale or Tag-Along Sale 112635107
Sale Procedures. (a) Upon the giving of a Notice of Exercise, Optionor shall thereupon become obligated to purchase the number of the Optioned Units stated in the Notice of Exercise from Optionee, subject only to delivery by Optionee of the instruments described in Section 6(b) hereof.
(b) The consummation of the purchase of such Optioned Units (the "Closing") shall take place at the principal executive offices of Optionor on such business day, not later than 90 days after the giving of the Notice of Exercise, as Optionor and Optionee may select.
(c) At the Closing, and upon the tender by Optionee of (i) certificates evidencing the Optioned Units being sold, duly endorsed in blank or accompanied by written instruments of transfer in form satisfactory to Optionor duly executed by the Optionee, free and clear of any Encumbrances, (ii) an Opinion of Counsel, and (iii) a Sellers' Certificate, Optionor shall deliver to Optionee the full amount of the Option Exercise Price, in cash, due hereunder with respect to the Optioned Units being sold.
Sale Procedures. §4.1 Equitable Financial represents and warrants that all Products and units of interest therein, if any, which must be registered under the 1933 Act have been so registered, that all Separate Accounts with respect to those Products hereto are registered under the 1940 Act, that the Products which are insurance products are qualified to be sold under the insurance laws and that the Products which are securities are qualified to be sold under the applicable securities laws of all states and other jurisdictions in which the Products are authorized for sale. Equitable Financial further represents and warrants that it is a life insurance company duly organized under the laws of the State of New York and in good standing and authorized to conduct business under the laws of each state in which the Products are offered and sold.
§4.2 The Sales Agreements will obligate Third Party Broker Dealers, Third Party General Agents and Sales Representatives to use only the appropriate prospectuses, the then currently effective statements of additional information (“SAIs”) and other authorized materials in soliciting the sale of the Products.
§4.3 The Sales Agreements shall provide that all applications for the Products shall be made on application forms supplied by Equitable Financial or in a form otherwise satisfactory to Equitable Financial, and shall be forwarded directly to Equitable Financial, together with any other required documentation and all premiums and other sums at the address indicated on such application or to such other address as Equitable Financial may, from time to time, designate in writing. Checks, money orders or electronic transmissions of funds in payment on any Product shall be drawn to the order of the appropriate Equitable Company. All applications for Products shall be subject to acceptance or rejection by Equitable Financial at its discretion. Any applications, other documents or payments received by the Distributor shall be immediately remitted by the Distributor to Equitable Financial. All matters relating to the review and acceptance of applications and the negotiation and issuance of the Products shall be solely within Equitable Financial’s control.
§4.4 All money payable in connection with the Products, whether as purchase payments or otherwise, and whether paid by, or on behalf of any applicant or Product owner, is the property of Equitable Financial. If such money is not transmitted directly by a Third Party Broker Dealer or the Third P...
Sale Procedures. Each Investor shall have the right, for so long as the Partnership owns Registrable Securities and such Investor owns Class A Units, upon delivery of a written notice to the Partnership and the other Investor, to request that the Partnership exercise its rights under Section 2.4(o) of the Registration Rights Agreement to request ENLK include in a prospectus supplement or post-effective amendment such information relating to such Investor as is included in such written notice, and the Partnership will make such request promptly following its receipt of such notice. For the avoidance of doubt, in addition to and not in limitation of the foregoing, if any Investor directly owns any Registrable Securities, such Investor shall be entitled to exercise any rights it may have as a Selling Holder under Section 2.4(o) of the Registration Rights Agreement.
Sale Procedures. No later than five (5) business days after the execution of this Asset Purchase Agreement by Company, Company shall file a motion with the Bankruptcy Court to approve the sale under this Agreement in accordance with its terms and provisions, including the Bidding/Sales Procedures described in this Section 9, and shall further provide all notices to parties in interest required by the Bankruptcy Code and Bankruptcy Rules (the "Sale Motion"). Company shall also request the Bankruptcy Court to reduce the notice period to parties in interest to fifteen (15) days.
Sale Procedures. If it is determined that a Monthly Prepayment Amount will be due on the next Payment Date for the Notes or the Certificates, the Indenture Trustee shall, by no later than the 10th day before such Payment Date, notify the Swap Counterparty, and shall arrange for the sale, for settlement on such Payment Date, in accordance with the Sale Procedures, of an aggregate Par Amount of Eligible Investments which, together with the principal amount of Collateral Obligations to be sold, all as directed by the Swap Counterparty pursuant to the Swap Agreement, will equal the sum of the Mandatory Prepayment Amount due on the Notes and the Mandatory Prepayment due on the Certificates on such next Payment Date.
Sale Procedures. At any sale pursuant to Section 3.1, Holdco is authorized, if it deems it advisable to do so, to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of any of the Collateral. Holdco shall have the right to deliver, assign and transfer to the purchaser, or purchasers, the Collateral or any part thereof and the Collateral may be sold in one lot or in separate units, or may be combined with other capital stock of the Pledgor pledged to Holdco, in the discretion of Holdco. Holdco may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may without further notice be made at any time or place to which the same may be so adjourned.
