Sale Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Sale Right") to Dispose of all or any portion of its Offered Interest to any Person pursuant to this Section 4, so long as the Selling Partner first complies with clauses (b) through (h) below.
(b) The Selling Partner shall give written notice (the "Sale Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior to the Transfer Date), which Sale Notice shall state (i) the name of the Person (the "Prospective Purchaser") to whom the Selling Partner wishes to Dispose of such Offered Interest, and, if such Prospective Purchaser is a Subsidiary of another Person, the name of the Ultimate Parent (as defined in the Partnership Agreement) of such Prospective Purchaser, neither of which Persons may be an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner, (ii) the price to be paid for such Offered Interest (the "Sale Price"), which price must be payable in cash upon consummation of such Disposition, (iii) the date on which such Disposition is scheduled to occur and (iv) that the offer of the Prospective Purchaser was made after the Transfer Date and has been accepted by the Selling Partner subject to the rights of AOLTW and the Company contained in this Agreement.
(c) The Sale Notice shall be accompanied by a certificate of the Prospective Purchaser (and, if such Prospective Purchaser is a Subsidiary of another Person, then also a certificate of the Ultimate Parent of such Prospective Purchaser) stating that (i) its offer to purchase the Offered Interest has been approved by its board of directors (or, if such Person is not a corporation, the equivalent), (ii) the description of its offer contained in the Sale Notice is complete and accurate in accordance with the requirements of this Section 4, (iii) adequate financing arrangements have been, or are reasonably expected to be, secured in respect of its offer, (iv) its offer is reasonably capable of being consummated and that there are no significant regulatory impediments to such consummation (other than any required regulatory approval disclosed in the Sale Notice) and (v) it is aware of the rights of AOLTW and the Company contained in this Agreement and that it is not an Affiliate of, or otherwise acting in concert to circumvent the provisions of this Section 4 with, the Selling Partner.
(d) For a period of fifteen (15) days afte...
Sale Right. If Migration has not occurred on a timely basis or prior to the second (2nd) anniversary of the Closing, and if OEP receive bona fide offer to acquire at least fifty percent (50%) of any Subsidiary’s issued and outstanding equity securities or assets or at least fifty percent (50%) of the Company’s assets, in either case, whether structured as a merger, consolidation, share exchange, asset purchase or otherwise (a “Company Sale”), if a notice of intent to effect the Company Sale is delivered to each Executive Shareholders by OEP then the Executive Shareholders hereby agree to promptly vote their Equity Securities and take all other requisite or desirable actions to approve, participate in and cooperate to effect, and shall promptly cause the Company and the Board of Directors to approve and effect, the Company Sale.
Sale Right. If the Moulin Entities do not purchase all of the Put Securities at the Put Price on or before the last day of the Put Closing Period, then the GGC Entities shall have a right to cause the Stockholders to sell all of the Equity Securities of the Company at any time thereafter in accordance with Section 2.5 of the Stockholders Agreement. Such a sale shall be considered a “Company Sale” under the Stockholders Agreement and all of the terms and conditions of Section 2.5 of the Stockholders Agreement shall apply to such a sale.
Sale Right. If a Shareholder desires to sell all or any part of ---------- a Shareholders' Shares then held or owned beneficially by such Shareholder (other than to a Permitted Transferee), then the Offeror shall offer all, but not less than all, of the Offeror's Shares for sale in accordance with the remaining provisions of this Section 4 and the Offeror shall not have the right to make any Disposition of the Offeror's Shares, except in accordance with the remaining provisions of this Section 4.
Sale Right. In the event the Second Closing has not occurred on or prior to June 21, 2019, the Parties acknowledge and agree any HomeStreet Office that (i) has not been acquired by Purchaser on or prior to such date, and (ii) as of such time, does not satisfy the viability threshold set for such HomeStreet Office set forth on Exhibit I hereto, the Seller (provided that Seller is not in material default of its obligations under this Agreement) may transfer the Lease underlying such HomeStreet Office and any Fixed Assets related to such HomeStreet Office to a third party upon the consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the event Purchaser does not respond to Seller’s request within five (5) Business Days of receipt of such request, Purchaser shall be deemed to have consented to such request.
Sale Right. In the event that each of the Post-Closing Conditions are not met on or before April 15, 1997 (the "Section 7.2 Exercise Date"), the Investors will have the right to sell the Shares purchased herein to the Company by notifying the Company in writing (the "Notice") of its intention to sell Shares back to the Company and the Company shall be required to repurchase such Shares at a price of $14.00 per share plus interest accrued in the Segregated Account from the Investors within two (2) Business Days of receipt of such Notice. The Investors may elect to exercise such right by notifying the Company in writing of their intention to sell such shares to the Company. The Closing of such sale and purchase shall take place at 10:00 a.m. at the offices of Xxxxxx & Carnelutti, at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, within two (2) Business Days of receipt of such Notice. The Company shall pay the purchase price in immediately available funds against delivery of such Shares and such certificates representing the Shares shall be duly endorsed to the Company or accompanied by duly executed stock power naming the Company as transferee.
Sale Right. Upon becoming vested in your Restricted Shares, you shall have the right, exercisable by notice in writing to the Company (the “Sale Notice”), to require the Company to purchase all of your vested Restricted Shares. The Sale Notice should contain the number of vested Restricted Shares you wish the Company to purchase from you. The sale price of such shares shall be equal to (a) the number of Restricted Shares you wish to sell to the Company, multiplied by (b) the Purchase Price (as defined in Section 14 above). You may exercise your right to require the Company to purchase your vested Restricted Shares (i) within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following the Vesting Date (or date on which an Early Vesting Event occurs, if applicable); and (ii) with respect to each subsequent anniversary of the Vesting Date (or date on which an Early Vesting Event occurs, if applicable), within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following such subsequent anniversary. If you elect to exercise your right to require the Company purchase all of your vested Restricted Shares pursuant to this Section 15, then the closing of the purchase and sale transaction shall be held at the principal office of the Company on a date designated by the Company, which date in no event shall be later than 90 days after you give the Company the Sale Notice.
Sale Right. At any time on or before the Termination Date (as defined below), the Green Courte Entities and any subsequent holder of Series A-4 Preferred Shares (each a “Holder”) shall have the right (but not the obligation) to require Sun to purchase any or all of the Series A-4 Preferred Shares held by such Holder (the "Sale Right") for the Sale Price (as defined below). In order to exercise the Sale Right, a Holder must deliver on or before the Termination Date a properly completed and duly executed Letter of Transmittal (in the form attached hereto as Exhibit A) (“Letter of Transmittal”) to Computershare Trust Company, N.A. (the “Depositary”), in accordance with the instructions set forth in the Letter of Transmittal. All Letters of Transmittal shall be irrevocable upon receipt by the Depositary. The Sale Right shall expire and be of no further force or effect after the Termination Date.
Sale Right. 10 7.3 Officer's Certificate............................... 11 SECTION 8.
Sale Right. In the event that each of the Post-Closing Conditions are not met on or before April 15, 1997 (the "Section 7.2 Exercise Date"), the Investor will have the right to sell the Shares purchased herein to the Company by notifying the Company in writing (the "Notice") of its intention to sell Shares back to the Company and the Company shall be required to repurchase such Shares at a price of $14.00 per share plus interest accrued in the Segregated Account from the Investor within two (2) Business Days of receipt of such Notice. The Investor may elect to exercise such right by notifying the Company in writing of its intention to sell such Shares to the Company. The Closing of such sale and purchase shall take place at 10:00 a.m. at the offices of Battle Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, within two (2) Business Days of receipt of such Notice. The Company shall pay the purchase price in immediately available funds against delivery of such Shares and such certificates representing the Shares shall be duly endorsed to the Company or accompanied by duly executed stock power naming the Company as transferee. The Investor's right to sell the Shares back to the Company pursuant to this Section 7.2 shall expire on May 30, 1997, after which date the Company shall no longer be obligated to repurchase the Shares.
