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. 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. (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. (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) 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) 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. 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. 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. 7.2.1 If the Company is unable to purchase Shares required to be purchased by it upon delivery of a Put Notice or Put Notices by one or both Investor Groups within the time period prescribed by Section 7.1.1, the Investors holding the majority of the Shares covered by such Put Notice or Put Notices (“Majority Investors”) shall have the right, upon written notice to the Company, to require the Company to effect a sale of the Company (by merger, consolidation, reorganization, sale, lease or transfer of all or substantially all assets of the Company and its subsidiaries or any other method chosen as provided below). The Majority Investors and the Company shall mutually engage a nationally recognized investment banking firm to conduct such sale. If the Company and the Majority Investors are unable to agree on the selection of the nationally recognized investment banking firm, a body agreed to by the Company and the Majority Investors or, on the failure of such agreement, American Arbitration Association will be requested by the Company and the Majority Investors jointly to appoint a nationally recognized investment banking firm to conduct such sale. The Majority Investors and the Company shall, upon consultation with such nationally recognized investment banking firm, mutually develop a plan for such sale. If the Company and the Majority Investors are unable to agree on the plan of sale, any disputes related to a plan of sale shall be settled by a nationally recognized investment banking firm conducting the sale (or, if the Company and the Majority Investors so choose by mutual agreement, any other nationally recognized investment banking firm). Any Stockholder shall have the right to bid in the sale, and to the extent that he so does, he will agree to abide by the terms of the sale established as aforesaid; provided that if any of the Investors or any of their affiliates, the Purchaser or any of its affiliates or any other affiliate of the Company proposes to purchase all or part of the Company in connection with any such plan of sale, such transaction shall not be completed unless the Company obtains an opinion as to the fairness of such plan of sale to the stockholders of the Company from a financial point of view issued by a nationally recognized investment banking firm. Notwithstanding anything herein to the contrary, only the Majority Investors in consultation with other Investors shall have the right, in their sole and absolute discretion, to accept or ...