Sale to a ROFO Purchaser Sample Clauses

Sale to a ROFO Purchaser. (i) If the ROFO Rightholders have collectively offered to purchase all, but not less than all, of the Subject Securities under Section 3.3(b), and the ROFO Seller elects not to accept the offer of the ROFO Rightholders, then the ROFO Seller may only sell the Subject Securities to the ROFO Purchaser at a price that exceeds the Offer Price by five percent (5%) and on terms and conditions no less favorable than those set forth in Section 3.3(e); provided, however, that (A) such sale of any Subject Securities to the ROFO Purchaser is bona fide and is consummated within one hundred eighty (180) days after the earlier to occur of (x) the waiver by all of the ROFO Rightholders of their options to offer to purchase all of the Subject Securities and (y) the expiration of the ROFO Rightholder Acceptance Period (as applicable for this Section 3.3(d)(i), the “ROFO Purchaser Period”), and (B) such sale shall not be consummated unless and until (x) such ROFO Purchaser shall represent in writing to the ROFO Rightholders that it is aware of the rights of the Stockholders and New Secured Convertible Noteholders contained in this Agreement, and (y) prior to the purchase by the ROFO Purchaser of any of such Subject Securities, such ROFO Purchaser shall become a party to this Agreement and shall agree to be bound by the terms and conditions hereof in accordance with Section 2.4.
Sample 1
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Sale to a ROFO Purchaser. Unless the ROFO Seller has agreed with either the Company or the ROFO Rightholders to sell all of the ROFO Offered Shares under Sections 8.9(b) and 8.9(c), the ROFO Seller may sell all, but not less than all, of the ROFO Offered Shares to any ROFO Purchaser, subject to the immediately following proviso in this sentence, on terms and conditions not materially more favorable to the ROFO Purchaser in the aggregate than those set forth in the last to occur of the Offering Notice, the ROFO Seller Offer (if any) or the Rightholder Offer (if any); provided, that the ROFO Seller shall be permitted to sell such ROFO Offered Shares at a price per Share equal to 92.5% or greater of the highest of the (A) per Share price in the Offering Notice, (B) the per Share price offered by the Company pursuant to Section 8.9(b) or (C) the per Share price offered by the ROFO Rightholders pursuant to Section 8.9(c); provided, further, that (i) such sale is consummated within six (6) months (plus such number of additional days (if any) necessary to obtain any consents or approvals or allow the expiration or termination of all waiting periods under applicable Law) after the earlier to occur of (x) the waiver by the Company and all of the ROFO Rightholders of their options to make offers to purchase the ROFO Offered Shares and (y) the 90th day after delivery of the Offering Notice, and (ii) such sale shall not be consummated unless prior to the purchase by the ROFO Purchaser of any of such ROFO Offered Shares, such ROFO Purchaser shall become a party to this Agreement (and the Company shall admit any such ROFO Purchaser as a Substitute Shareholder, succeeding to the rights and obligations of the ROFO Seller hereunder) and shall agree to be bound by the terms and conditions hereof in accordance with Section 8.5. If such sale is not consummated within such six-month period (plus such number of additional days (if any) necessary to obtain any consents or approvals or allow the expiration or termination of all waiting periods under applicable Law) for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such ROFO Offered Shares may be made thereafter by the ROFO Seller without again offering the same to the Company and the ROFO Rightholders in accordance with this Section 8.9. No ROFO Seller shall take any action that is governed by the provisions of this Section 8.9 more than once in a six (6) month period.
Sample 1

Related to Sale to a ROFO Purchaser

  • Notice to Purchaser Borrower authorizes any of Agent, Lockbox Agent or Servicing Agent (but none of Agent, Lockbox Agent nor Servicing Agent shall be obligated) to communicate at any time and from time to time with any Purchaser or any other Person primarily or secondarily liable under a Pledged Note Receivable with regard to the Lien of Agent thereon and any other matter relating thereto, and by no later than the Closing Date, Borrower shall deliver to Agent a notification to the Purchasers executed in blank by Borrower and in form acceptable to Agent, pursuant to which the Purchasers (or other obligors) may be directed to remit all payments in respect of the Collateral as Agent may require.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Conveyance From Seller to Purchaser Subsection 6.01

  • Seller Deliverables At the Closing, the Seller shall deliver to the Purchaser:

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Certificate of Selling Shareholder At the Closing Time, the Representatives shall have received a certificate of the Selling Shareholder, dated the Closing Time, to the effect that (i) the representations and warranties of the Selling Shareholder in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time and (ii) the Selling Shareholder has complied with all agreements and all conditions on its part to be performed under this Agreement at or prior to the Closing Time.

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