Common use of Sale Right Clause in Contracts

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 after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y)

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, 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 after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y)

Sale Right. (a) Following In the Transfer event that (i) the Purchaser's employment with the Company and its Subsidiaries has been terminated for any reason (including as a result of the death or disability of the Purchaser) and (ii) neither the Company nor its designee has delivered a Repurchase Notice to the Purchaser at least 20 days prior to the Note Repayment Date, then the Selling Partner Purchaser shall have the right option to sell to the Company, and the Company shall be obligated to purchase, on one occasion from the Purchaser, a portion of the shares of Directly Owned Class A Common Stock held by Purchaser with an aggregate Repurchase Price on the date of the Purchaser's termination of employment equal to the Note Repayment Amount (the "Sale RightNote Repayment Shares") to Dispose ); provided, however, that if the Note Repayment --------------------- -------- ------- Amount exceeds the aggregate Repurchase Price of all or any portion shares of its Offered Interest Directly Owned Class A Common Stock owned by the Purchaser on the date the Purchaser's employment is terminated, then the Company shall only be required to any Person purchase such shares pursuant to this Section 42.9 and the remaining portion of the Note Repayment Amount shall remain payable under the terms of the Note; provided, so long -------- further, that the first shares of Directly Owned Class A Common Stock sold by ------- the Purchaser must be shares other than Shares Subject to Repurchase until the Purchaser owns no more of such shares, and then the Shares Subject to Repurchase until the Purchaser owns no more of such shares. The purchase price per share for such Note Repayment Shares will be the Repurchase Price and shall be determined as of the Selling Partner first complies with clauses (b) through (h) belowdate of the Purchaser's termination of employment. (b) The Selling Partner In order to exercise the right set forth in Section 2.9(a) hereto, the Purchaser shall give be required to deliver a written notice of his or her election to the Company (the a "Sale Notice") to AOLTW and the Company (it being understood that no such notice may be delivered later than 10 days prior to the Transfer ----------- Note Repayment 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 completion of the purchase pursuant to Section 2.9(a) shall take place at the principal office of the Company on the Note Repayment Date. If the Note Repayment Amount is less than or equal to the aggregate Repurchase Price of all of the shares of Directly Owned Class A Common Stock owned by the Purchaser on the date the Purchaser's employment is terminated, then the purchase pursuant to Section 2.9(a) hereto shall be accompanied completed on such Note Repayment Date by a certificate the Company's cancellation of the Prospective Note and the delivery of such cancelled Note to the Purchaser. If the Note Repayment Amount exceeds the aggregate Repurchase Price of all of the shares of Directly Owned Class A Common Stock owned by the Purchaser (and, if such Prospective Purchaser on the date the Purchaser's employment is a Subsidiary of another Personterminated, then also a certificate the purchase pursuant to Section 2.9(a) hereto shall be completed on such Note Repayment Date by the Company's reduction of the Ultimate Parent aggregate outstanding principal amount of such Prospective the Note to reflect the repayment of a portion thereof equal to the aggregate Repurchase Price of all of the shares of Directly Owned Class A Common Stock owned by the Purchaser on the date the Purchaser) stating that 's employment was terminated (i) its offer with the remaining outstanding principal amount of the Note subject to purchase repayment upon 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 terms set forth 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 PartnerNote). (d) For a period of fifteen (15) days after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y)

Sale Right. (a) Following If (i) a Drag-Along Trigger Date has occurred, (ii) a Sale Trigger Event has occurred, (iii) any of the Moulin Entities (as defined in the Put Agreement) has breached or failed to satisfy any of its obligations under the Put Agreement, which breach remains uncured for a period of thirty (30) days after the second notice thereof (which notice shall not be delivered prior to the end of the thirty (30) day period following delivery of the first notice thereof), (iv) the Moulin Entities have not purchased all of the Put Securities (as defined in the Put Agreement) on or before the last day of the Put Closing Period (as defined in the Put Agreement) or (v) Ample Faith consents to such Transfer Datein writing, then the Selling Partner GGC Entities shall have a right (the “Sale Right”) to cause the Stockholders to sell all of the Equity Securities of the Company (whether by sale of stock, merger, consolidation or otherwise) or to cause the Company to sell of all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis (any of the foregoing, a “Company Sale”) to any one or more third parties by delivering, at any time and from time to time (x) thereafter, if such Sale Right arises under clause (ii), (iii) or (iv) above (each such Sale Right, an “Unlimited Sale Right”) and (y) during the sixty (60) day period thereafter, if such Sale Right arises under clause (i) or (v) above (each such Sale Right, a “Limited Sale Right”), a notice thereof (a “Sale Notice”) stating their intention to exercise their Sale Right. A Company Sale shall be conducted by the GGC Entities through a U.S.-based financial advisor selected by the GGC Entities in its sole discretion. A Company Sale resulting from a Limited Sale Right shall occur within the one (1) year period following delivery of the Sale Notice (or such later date provided by any definitive agreement for a Company Sale in effect prior to the termination of such one-year period); provided that the GGC Entities shall have the right (to deliver one or more subsequent Sale Notices if any of the "events giving rise to a Sale Right") Right occurs after delivery of the previous Sale Notice. A Company Sale resulting from an Unlimited Sale Right may occur at any time following delivery of the Sale Notice and from time 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) belowtime thereafter. (b) The Selling Partner shall give written notice Each holder of Equity Securities and rights to acquire Equity Securities agrees to cooperate fully (including by waiving any appraisal, dissenters’ or similar rights to which it may be entitled under Applicable Law and it does hereby waive all such rights), as and when requested by the "Sale Notice") to AOLTW GGC Entities, with the Company, the GGC Entities and the purchaser in any such Company Sale and will be deemed to have consented to and agrees to raise no objections against such Company Sale. If the Company Sale is structured as a sale of stock (it being understood that no such notice may be delivered prior to the Transfer Dateincluding by recapitalization, consolidation, reorganization, combination or otherwise), which Sale Notice each holder of Equity Securities will agree to sell all of its Equity Securities and rights to acquire Equity Securities on the terms and conditions approved by the GGC Entities. Each holder of Equity Securities and rights to acquire Equity Securities shall state be obligated to join on a pro rata basis (i) the name of the Person (the "Prospective Purchaser") to whom the Selling Partner wishes to Dispose of such Offered Interest, and, if with respect to matters giving rise to purchase price adjustments for such Prospective Purchaser is Company Sale, in accordance with the requirements and priorities set forth in Section 2.5(g)) in any indemnification or other obligations that the sellers of Equity Securities are required to provide in connection with the Company Sale (other than any such obligations that relate solely to a Subsidiary particular holder of another PersonEquity Securities, the name such as indemnification with respect to representations and warranties given by a holder of the Ultimate Parent (as defined Equity Securities regarding such holder’s title to and ownership of Equity Securities, in the Partnership Agreement) of such Prospective Purchaser, neither respect of which Persons may only such holder shall be an Affiliate of, liable). Each holder of Equity Securities or otherwise acting rights to acquire Equity Securities will take all necessary or desirable actions in concert to circumvent connection with 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 a Company Sale as requested by the Selling Partner subject to the rights of AOLTW and the Company contained in this AgreementGGC Entities. (c) The Sale Notice shall be accompanied by a certificate obligations of the Prospective Purchaser (and, if such Prospective Purchaser is holders of Equity Securities with respect to a Subsidiary of another Person, then also a certificate Company Sale are subject to the satisfaction of the Ultimate Parent of such Prospective Purchaser) stating that following conditions: (i) its offer upon the consummation of the Company Sale and subject to purchase the Offered Interest has been approved by its board priority provisions of directors (orthe Company’s certificate of incorporation as in effect as of the consummation of such Company Sale, if such Person is not each holder of Equity Securities will receive on a corporation, pro rata basis the equivalent)same form of consideration as any other holder of the same class of Equity Securities, (ii) if any holder of a class of Equity Securities is given an option as to the description form and amount of its offer contained in consideration to be received, each holder of such class of Equity Securities will be given the Sale Notice is complete same option and accurate in accordance with the requirements of this Section 4, (iii) adequate financing arrangements have been, or are reasonably expected each holder of then currently exercisable rights to be, secured acquire Equity Securities will be given an opportunity to exercise such rights prior to the consummation of such Company Sale and participate in respect such sale as holders of its offer, Equity Securities. (ivd) 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 Notwithstanding anything contained in this Agreement Section 2.5 to the contrary, nothing shall prevent Ample Faith or Moulin from participating with the Transferee in the purchase of the Equity Securities in the Company Sale. (e) If in connection with a Company Sale, any Equity Securities are Transferred to a Competitor, then at the request of Ample Faith, the Company and the GGC Entities shall take such steps as requested by Ample Faith to terminate Moulin’s obligations under the Supply Agreement. (f) In connection with a Company Sale, each Party hereby appoints the Golden Gate Private Equity, Inc. as its true and lawful proxy and attorney-in-fact, with full power of substitution, to transfer all of such party’s Equity Securities pursuant to the terms of such Company Sale, vote such party’s voting Equity Securities in favor of such Company Sale and its form, and to execute any purchase agreement or other documentation required to consummate such Company Sale. Each Party agrees to execute and deliver any other documentation reasonably requested from time to time by Golden Gate Private Equity, Inc. to consummate a Company Sale or reflect the agreements set forth herein. The powers granted herein shall be deemed to be coupled with an interest, shall be irrevocable and shall survive death, incompetency, bankruptcy or dissolution of each Party. No Stockholder shall grant any proxy or become party to any voting trust or other agreement which is inconsistent with, conflicts with or violates any provision of this Agreement. (g) In the event of a sale or exchange by the holders of Equity Securities of all or substantially all of the Equity Securities of the Company (whether by sale, merger, recapitalization, reorganization, consolidation, combination or otherwise), each holder of Equity Securities shall receive in exchange for the shares of Equity Securities held by such holders the same portion of the aggregate consideration from such sale or exchange that it is not an Affiliate of, such holder of Equity Securities would have received if such aggregate consideration had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in the Company’s certificate of incorporation as in effect immediately prior to such sale or otherwise acting exchange. Each holder of Equity Securities shall take all necessary or desirable actions in concert connection with the distribution of the aggregate consideration from such sale or exchange as requested by the Company in order to circumvent effectuate the provisions of this Section 4 with, the Selling Partner2.5(g). (dh) For a period Each holder of fifteen Equity Securities will bear its pro-rata share (15based upon the number of shares sold by such holder of each class or series of Equity Securities in relation to the number of shares sold by all holders in such Company Sale of such class or series of Equity Securities (with each class or series to bear such costs based upon the relative distribution priorities and preferences of each such class or series pursuant to Section 2.5(g) days after receipt on the basis of such expenses having reduced the aggregate consideration to be distributed by the Company in complete liquidation)) of the Sale Notice costs incurred by the Company and the certificate required GGC Entities in connection with any sale of Equity Securities pursuant to a Company Sale to the extent such costs are not otherwise paid by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have Company or the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest at a purchase price (the "AOLTW Matching Price") equal to (x) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y)acquiring party.

Sale Right. (a) Following If after the Transfer Dateoccurrence of a Change of Control of Nevada Moly or General Moly (i) on or before December 31, 2010, Nevada Moly or the Selling Partner transferee or surviving entity after the Change of Control of Nevada Moly or General Moly (the “Surviving Entity”), does not initiate full construction of the Project as then contemplated in either the Bankable Feasibility Study or an approved Program and Budget by December 31, 2010, or (ii) after December 31, 2010, Nevada Moly or the Surviving Entity fails, for a period of twelve (12) consecutive months, subject to an event of Force Majeure, to use Standard Mining Industry Practice in connection with the Development and Operation of the Project as then contemplated in either the Bankable Feasibility Study or in an approved Program and Budget, then, in each such case, POS-Minerals shall have the right (but not the "Sale Right"obligation) to Dispose send a notice (a “Put Notice”) to the Surviving Entity, in which case the Surviving Entity, or one more other Persons designated by the Surviving Entity, shall be obligated to purchase all, but not less than all, of all or any portion the Membership Interests of its Offered Interest POS-Minerals for the Put Price with respect to any Person the applicable Membership Interests. The purchase and sale pursuant to this Section 414.6 shall take place at a closing in accordance with the following terms: (i) the Put Price shall be payable at the closing in immediately available funds in United States dollars or as provided in Section 14.6(c), so long as (ii) the Selling Partner closing shall occur no more than sixty (60) days after the delivery of the Put Notice; provided that all necessary approvals of Governmental Authorities have been obtained, with an effective date of the first complies with clauses day of the month in which the closing occurs, and (biii) the Membership Interests of POS-Minerals shall be conveyed free and clear of all Encumbrances created by, through (h) belowor under POS-Minerals. (b) The Selling Partner “Put Price” for purposes of this Section 14.6 shall give written notice (the "Sale Notice") to AOLTW and the Company (it being understood that no such notice may be delivered prior an amount equal to the Transfer Date), which Sale Notice shall state sum of (i) the name aggregate amount of capital contributions made by POS-Minerals to the Person Company prior to the date of closing, multiplied by one hundred twenty percent (the "Prospective Purchaser") to whom the Selling Partner wishes to Dispose of such Offered Interest120%), 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, plus (ii) an amount calculated like interest at a rate of ten percent (10%) per annum on one hundred twenty percent (120%) of each capital contribution made by POS-Minerals to the price Company, as if one hundred twenty percent (120%) of each such capital contribution were loaned to be paid for such Offered Interest (the "Sale Price"), which price must be payable in cash upon consummation of such Disposition, (iii) Nevada Moly on the date of each such capital contribution and repaid on which such Disposition is scheduled to occur and (iv) that the offer closing of the Prospective Purchaser was made after the Transfer Date purchase and has been accepted by the Selling Partner subject sale pursuant to the rights of AOLTW and the Company contained in this AgreementSection 14.6. (c) The Sale Notice shall Put Price for the Membership Interest of POS-Minerals pursuant to this Section 14.6 may be accompanied by a certificate paid, at the election of the Prospective Purchaser Surviving Entity, twenty percent (and20%) at the time of closing, 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 balance paid within six (6) months after the time 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 closing with accrued interest on 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 after receipt of the Sale Notice and the certificate required by Section 4(c) above (the "AOLTW Matching Period"), AOLTW shall have the right (the "AOLTW Matching Right") but not the obligation to elect to purchase all or any portion of the Offered Interest unpaid balance at a purchase price (the "AOLTW Matching Price") rate per annum equal to LIBOR, plus three (x3) the percentage of the Offered Interest AOLTW proposes to purchase multiplied by (y)points. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, LLC – Page 49