Sales by the PD Shareholder Sample Clauses

Sales by the PD Shareholder. The PD Shareholder and any Affiliate of the PD Shareholder who is a Shareholder shall be free to sell, assign, convey or otherwise dispose of, mortgage, pledge or otherwise create or suffer to exist a lien, charge or other encumbrance or security interest in any or all of the Shares, Subordinated Debt or corresponding rights under this Agreement that it holds. In the event the PD Shareholder (or any such Affiliate of the PD Shareholder) assigns its rights under this Agreement to a transferee of a majority in interest of the Shares, then, upon (i) delivery by such transferee to all other Shareholders of a written instrument, reasonably satisfactory to such other Shareholders, assuming the obligations of the PD Shareholder under Section 4.2, and the other obligations of the PD Shareholder (or such Affiliate) hereunder with respect to the Shares so transferred (including, if transferred, the obligations as operator of the Project), together with such evidence and counsel opinions as such other Shareholders may reasonably request confirming the due authorization, execution and enforceability of such instrument, and (ii) receipt by the transferee of all consents of third persons necessary for compliance with the terms of this Agreement, the PD Shareholder (or such Affiliate) shall be relieved of all obligations under Section 4.2, and such other obligations hereunder with respect to the Shares so transferred (including, if transferred, the obligations as Operator), arising thereafter, except that the PD Shareholder (or such Affiliate) shall not be relieved of any obligations arising thereafter under Section 4.2 unless (x) the other Shareholders shall approve in writing the transferee, which approval shall not be unreasonably withheld, or (v) the operator shall have certified to the other Shareholders that (A) it has recommended not proceeding to the feasibility stage with respect to the Project or (B) if the Project has proceeded to the feasibility study stage, either (1) the feasibility study prepared with respect to the Project was either not bankable or not satisfactory to the Operator or (2) the Operator has recommended not to proceed to development.
Sample 1
AutoNDA by SimpleDocs

Related to Sales by the PD Shareholder

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered the following to the Company:

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

  • Deliveries by the Buyer At the Closing, the Buyer shall deliver the following:

  • Deliveries by the Investor At the Closing, each Investor shall deliver to the Company the Aggregate Purchase Price by wire transfer of immediately available funds to an account designated by the Company as set forth on Schedule I hereto, which funds will be delivered to the Company in consideration of the Investor Shares issued at the Closing.

  • Performance by the Purchaser The Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchaser at or prior to the Initial Closing and as of each Settlement Date.

  • Sales of Shares by the Trust In addition to sales by the Distributor, the Trust reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split or to sell shares to its shareholders or other persons at not less than net asset value to the extent that the Trust, its officers, or other persons associated with the Trust participate in the sale, or to the extent that the Trust or the transfer agent for its shares receive purchase requests for shares.

  • Performance by the Purchasers Each Purchaser shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Purchasers at or prior to the Closing Date.

  • Closing Deliveries by the Purchaser At the Closing, the Purchaser shall deliver to the Seller:

  • Acquisition of Shares by Third Party Other than an affiliate of Chenghe Investment Co. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!