Sale Rights. In the event that Xxxxx Partners, L.P., Xxxxx Partners International III, L.P., Xxxxx Employee Fund III, L.P., Oracle Strategic Partners L.P., Xxxxxxx Xxxxxxx, Chief Executive Officer of the Company or Xxxxx Xxxxxxx, Chief Financial Officer of the Company intends to transfer, directly or indirectly, in one or in a series of related transactions, any shares of the Company's Common Stock owned by it/him or any principal amount of the Existing Debentures or Debentures owned by it/him, such transferor (the "Selling Security Holder") shall notify the Holders in writing of such proposed transfer and its terms and conditions and within 15 business days of the date of such notice, each Holder shall notify the Selling Security Holder if such Holder elects to participate in the proposed transfer described in the written notice provided by the Selling Security Holder (a "Transfer"). Any Purchaser that fails to notify the Selling Security Holder within such 15 business day period shall be deemed to have waived its rights hereunder with respect to the Transfer described in the Selling Security Holder's written notice. Each Holder that notifies the Selling Security Holder that it intends to participate in the proposed Transfer, shall have the right to sell at the same price and on the same terms and conditions as the Selling Security Holder (a) in the case of a sale of shares of the Company's Common Stock by the Selling Security Holder, a number of shares of Common Stock equal to the shares of Common Stock proposed to be sold in the Transfer multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock owned by the Holder (inclusive of all shares underlying the Debentures) and the denominator of which shall be the sum of (i) the Company's outstanding shares of Common Stock, plus (ii) the shares underlying the Debentures and the Existing Debentures, and (b) in the case of the proposed sale of Existing Debentures or Debentures by such Selling Security Holder, the principal amount of the Existing Debentures or Debentures proposed to be sold in the Transfer multiplied by a fraction, the numerator of which shall be the aggregate principal amount of the Debentures owned by the Holder and the denominator of which shall be the aggregate principal amount of the Company's outstanding Existing Debentures and Debentures. Nothing in this Article XVIII shall be construed to limit the ability of the Selling Security Holder to complete the Transfer prio...
Sale Rights. If an Insolvency Event occurs at any time during the Special Retraction Period, then each Shareholder shall be entitled (such entitlement referred to herein as the "SALE RIGHT") for a period of ten Business Days commencing upon the date of such Insolvency Event, to require TCP to purchase all, but not less than all, of the Exchangeable Shares owned by such Shareholder for a purchase price per share equal to $23.46463 (the "PER SHARE PRICE") and payment of the Per Share Price shall be deferred in accordance with the terms of the Purchase Note and evidenced by TCP issuing and delivering a Purchase Note to such holder in the principal amount equal to the Per Share Price multiplied by the number of Exchangeable Shares owned by such holder. To effect such Sale Right, the holder shall provide written notice to TCP of his or her intention to exercise the Sale Right and shall forthwith thereafter deliver to TCP the certificate or certificates representing all of the Exchangeable Shares which the holder owns, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the BUSINESS CORPORATIONS ACT (Alberta) and the by-laws of TIS and such additional documents and instruments as TCP may reasonably require. For greater certainty, TCP shall not be required to purchase Exchangeable Shares and issue a Purchase Note to any particular Shareholder if a Special Retraction Note or Special TCP Note has already been issued to such Shareholder. In the event that the holder has surrendered to TIS such certificate or certificates pursuant to the exercise of such holder's Special Retraction Rights and due to an Insolvency Event is unable to recover such certificate or certificates from TIS even though such holder has withdrawn his or her Special Retraction Request, then such surrender to TIS shall be deemed to be delivery to TCP for the purposes of exercise of the Sale Right herein and TCP shall issue and deliver the Purchase Note to the holder provided that the holder has withdrawn his or her Special Retraction Request in accordance with Section 5.7 of the Exchangeable Share Provisions and has not received a Special Retraction Note from TIS.
Sale Rights. (i) Unless a Public Trading Event (as defined in Paragraph 5C) has occurred, each Purchaser shall have the right as of August 1, 2008 or December 1, 2008, as determined by reference to Paragraph 5C, upon thirty (30) days written notice (a “Sale Notice”) to Metalico, to require Metalico to purchase all or a portion of the Series B Securities of such Purchaser acquired pursuant to this Agreement for consideration equal to, at the option of such Purchaser, either:
(a) cash in an amount equal to twice the portion of such Purchaser’s Series B Capital Contribution allocable to the Series B Securities subject to such sale, or
(b) common stock of Metalico, at a per-share price equal to the closing price for Metalico common stock on the American Stock Exchange on the date such Purchaser’s Series B Capital Contribution was made, for the portion of such Purchaser’s Series B Capital Contribution allocable to the Series B Securities subject to such sale. A Purchaser may in its discretion allocate any such sale of all or a portion of its Series B Securities between the two options described in this Paragraph 5A(i).
(ii) Each Purchaser’s right to deliver a Sale Notice and to compel a sale as provided under Paragraph 5A(i) shall terminate as of the close of business on September 2,, 2008 or January 2, 2009, as determined by reference to Paragraph 5C and 5A.
(iii) Metalico shall make any cash payment required in connection with a sale pursuant to Paragraph 5A(i)(a) within thirty (30) days of its receipt of an appropriate Sale Notice and shall issue and cause to be delivered any stock required in connection with a sale pursuant to Paragraph 5A(i)(b) promptly after its receipt of an appropriate Sale Notice, subject to regulatory and exchange requirements.
Sale Rights. (a) Xxxxxxx Xxxxx and its Affiliates holding any shares of capital stock of the Company shall have the right and option to sell any or all of its shares of capital stock of the Company (including shares of Series B Preferred Stock and Common Stock issued upon the conversion thereof) to the Company at any time for an aggregate purchase price equal to $1.00 (one dollar) by delivery of a written notice to the Company setting forth the number and class of shares to be sold, without the necessity of obtaining the consent or approval of the Company or any other stockholder.
(b) Each Investor shall have the right and option to sell any or all of its shares of capital stock of the Company (including shares of Preferred Stock and shares of Common Stock issued upon the conversion thereof) to the Company at any time for an aggregate purchase price equal to $1.00 (one dollar) by delivery of a written notice to the Company setting forth the number and class of shares to be sold, without the necessity of obtaining the consent or approval of the Company or any other stockholder.
Sale Rights. (a) If the Other Group does not, prior to the expiration of the Offer Period (as defined in Section 2.3), elect to buy the Offering Group’s ownership interest, the Offering Group shall, during the Third Party Sale Period (as defined below) market and negotiate for the sale of the ownership interests of both Groups in the Subject Partnerships to third parties (each, a “Third Party”) not affiliated with either Group (a “Third Party Sale”). The “Third Party Sale Period” will begin on the expiration of the Offer Period and will end on the earlier of (i) the 270th day following the beginning of the Third Party Sale Period or (ii) the date on which both Groups agree in writing to abandon the Third Party Sale. If, at the end of the Third Party Sale Period, the Parties have not entered into definitive binding agreements relating to a Third Party Sale, then all restrictions contained in this Agreement with respect to the Offering Group’s and the Other Group’s ownership interests, including, without limitation, the provisions of Section 2.3 hereof, shall again be in effect; provided, however, that if the Groups agree in writing to abandon the Third Party Sale or the Third Party Sale Period expires without the consummation of a Third Party Sale, the Offering Group shall not be permitted to submit an offer as the Offering Group pursuant to Section 2.3 hereof from the date of such abandonment or expiration to the date that is one (1) year from the date of expiration of the related Offer Period (the “Penalty Period”). In the event that a Group is prevented from making an offer pursuant to Section 2.3(a) as a result of the proviso in the preceding sentence, the Other Group shall be entitled, at any time during the Penalty Period, to enter into an agreement with a third party not affiliated with either Group to sell its ownership interest in the Subject Partnerships, without the consent of the Group subject to such penalty. For the avoidance of doubt, consummation of any such sale shall not be subject to any other provisions of this Section 2, other than Sections 2.5 and 2.7.
Sale Rights. 35 7.2 Company Call; Purchase Price.............................. 36 7.2.1 Company Call........................................ 36
Sale Rights. In the event BSMB has exercised its right to request a Qualified IPO under Section 7.1.1, HMTF shall have the right to cause the Company to hire a nationally recognized investment bank for the purpose of marketing the Company for sale (the "Sale Option"), but the Company shall not be required to effect the Requested IPO until the time at which the Sale Option terminates as contemplated in the proviso to the following sentence. If HMTF elects to exercise the Sale Option, HMTF shall deliver a notice to BSMB, within thirty (30) days following the delivery of the IPO Notice to HMTF by BSMB, indicating its intent to exercise the Sale Option and the Company shall thereafter use its reasonable best efforts to sell all of the equity securities 35 155 or all or substantially all of the assets of the Company (including by way of merger or consolidation); provided that in the event a definitive agreement for the sale of the Company is not entered into within six (6) months after delivery of the notice of Sale Option by HMTF to BSMB, under this Section 7.1.2, the right of the Company to exercise the Sale Option shall terminate and BSMB shall thereafter have the right to require the Company to effect a Qualified IPO in accordance with the terms of Section 7.1.1.
Sale Rights. FWB (or a gratuitous transferee of FWB's membership interests) will not sell, transfer or exchange ("transfer") any of its membership interests (or other securities) of the Company for consideration without first giving the holder(s) of the Shares the opportunity to participate pro rata in such transfer based upon their relative percentage ownership of the Company. FWB shall give written notice to the holder(s) of the Shares of the terms of the proposed transfer. The holder(s) of the Shares shall give written notice to FWB of the election to participate in such transfer in accordance with the proposed terms within twenty-one (21) days after receipt of the notice. To the extent the holder(s) of any Shares do not elect to participate, FWB shall be entitled to sell a proportionate amount of the securities of the Company specified in, and according to the terms of, the notice within ninety (90) days from the date of the sending of the notice. The rights granted to the Shareholder by the Company under this Section 3 may be assigned by the Shareholder in connection with a sale of the Shares; provided that there are no more than ten (10) transferees in the aggregate at any one time. Any proposed Transfer by FWB to a different transferee, or on terms and conditions materially different from those described in the written notice, as well as any subsequent proposed transfer by FWB, shall again be subject to the Co-Sale Right. This covenant shall terminate upon the earliest to occur of (i) June 30, 2001, or (ii) upon the closing of the Company's registered initial public offering ("IPO").
Sale Rights. 3 Section 5. Legended Certificate...............................................4 5.1 Legend.......................................................4 5.2 Legend Removal...............................................4 Section 6. Termination........................................................4 Section 7. Other Obligations of the Company...................................4 This AMENDED AND RESTATED SHAREHOLDERS AGREEMENT dated as of April 13, 2001 ("AGREEMENT") is by and among Atlantic Premium Brands, Ltd. ("COMPANY"), a Delaware corporation, the undersigned shareholders of the Company (individually, a "SHAREHOLDER" and collectively, the "SHAREHOLDERS"), Banc One Capital Partners, LLC ("BOCP"), a Delaware limited liability company and Sterling BOCP, LLC ("STERLING"), a Delaware limited liability company. BOCP and Sterling are referred to individually as a "HOLDER" and collectively as the "HOLDERS". The Company, the Shareholders and the Holders are referred to collectively as the "PARTIES" and individually as a "PARTY".
Sale Rights. Upon exercise of this Warrant in accordance with its terms, the Holder shall be entitled to co-sale rights with regard to the Warrant Stock issued upon exercise hereof pursuant to the terms of the Sixth Amended and Restated Co-Sale Agreement dated October 11, 2000.
