Sale Rights Sample Clauses

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. In the event of a Prohibited Transfer, the Co-Sale Right Holder shall have the right to sell to such Prohibited Transferor the type and number of shares of Common Stock equal to the number of shares the Co-Sale Right Holder would have been entitled to transfer to the third-party transferee(s) under Section 2.6 or 4.1, as the case may be, hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof (assuming that neither the Company nor Investor would have exercised their purchase rights under Section 2.4 or 2.5). Such sale shall be made on the following terms and conditions: The price per share at which the Common Stock is to be sold to the Prohibited Transferor shall be equal to the greater of (i) 120% of the price per share paid by the third-party transferee(s) to such Prohibited Transferor in the Prohibited Transfer or (ii) an amount equal to 120% of the fair market value of the stock to be sold, determined as of the date immediately prior to the Prohibited Transfer in good faith by the Board of Directors of the Company. The Prohibited Transferor shall also reimburse the Co-Sale Right Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the enforcement of such Investor’s rights under this Section 5.2. Within 90 days after the later of the dates on which the Co-Sale Right Holder received notice of the Prohibited Transfer or otherwise become aware of the Prohibited Transfer, the Co-Sale Right Holder shall, if exercising the rights afforded under this Section 5.2, deliver to the Prohibited Transferor the certificate or certificates representing Common Stock to be sold, each certificate to be properly endorsed for transfer. Such Prohibited Transferor shall, upon receipt of the certificate or certificates for the Common Stock to be sold by the Co-Sale Right Holder pursuant to this Section 5.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 5.2(a), in cash or by other means acceptable to such Prohibited Transferor.

Sale Rights. (i) Unless a Public Trading Event (as defined in Paragraph 5C) has occurred on or before November 30, 2007, each Purchaser shall have the right as of December 1, 2007, upon thirty (30) days written notice (a “Sale Notice”) to Metalico, to require Metalico to purchase all or a portion of the 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 Capital Contribution allocable to the 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 Capital Contribution was made, for the portion of such Purchaser’s Capital Contribution allocable to the Securities subject to such sale. A Purchaser may in its discretion allocate any such sale of all or a portion of its 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 December 31, 2007. (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. (a) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so. (b) Each Grantor agrees to use its best efforts to do or cause to be done all such other acts as may be necessary to make such sale or sales of all or any portion of the Pledged Equity pursuant to this Section 6.7 valid and binding and in compliance with applicable law. Each Grantor further agrees that a breach of any of the covenants contained in this Section 6.7 will cause irreparable injury to the Administrative Agent and the Lenders, that the Administrative Agent and the Lenders have no adequate remedy at law in respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.7 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement.

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 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. The Subscriber agrees that he/she will not offer to sell, sell or otherwise transfer the Securities, or any part thereof, without registration under the Securities Act and applicable state or international securities laws, or without providing to the Company an opinion of counsel acceptable to the Company that such offer, sale or transfer is exempt from registration under the Securities Act and under applicable state or international securities laws, or otherwise permitted without violation of this Agreement.

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").