Sales; Notice. At any time on or after the fifth anniversary of ------------- the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of Section 4, Section 7(c), Section 9 and Section 11(a) hereof (other --------- ------------ --------- ---------- than any Transfer that constitutes a Public Market Sale (as defined below)), and subject to Section 6 of the Pledge Agreement. Prior to any such intended Transfer, Purchaser shall first give at least thirty (30) days' advance written notice (the "Notice") to the Company specifying (i) Purchaser's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Purchaser proposes to Transfer each Offered Share (the "Proposed Purchase Price"); (v) such evidence as the Company may reasonably request to demonstrate the ability of the proposed transferee(s) to pay the Proposed Purchase Price; and (vi) all other material terms and conditions of the proposed transfer.
Sales; Notice. At any time on or after the fifth anniversary ------------- of the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of this Section 4 and Sections 7(c) and 9(a) hereof. Prior to any such intended Transfer, Purchaser shall first give at least written notice (the "Notice") to Holding specifying (i) Purchaser's bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the proposed transferee(s); (iii) the number of Shares Purchaser proposes to Transfer (individually, an "Offered Share," and collectively, the "Offered Shares"); (iv) the price for which Purchaser proposes to Transfer each Offered Share (the "Proposed Purchase Price"); and (v) all other material terms and conditions of the proposed Transfer.
Sales; Notice. The Investor shall (i) provide the Company with a report attached to each Settlement Document detailing the total number of Shares sold by the Investor during the Pricing Period and (ii) upon request by the Company (A) provide the Company a report of its sales of Shares on a any particular day during the Pricing Period and (B) provide the Company a report which shall include the number of Shares sold by the Investor between the last such report and the date of the request and the number of Shares held by the Investor at such time.
Sales; Notice. The Company shall give the Optionee 10 days' notice (or, if not practicable, such shorter notice as may be practicable) prior to the anticipated date of the consummation of a Total Sale (as hereinafter defined)."
2. The second paragraph of Section 4.2 of the Agreement is amended to (i) delete the reference to "(a)" therein, and (ii) delete the clause ", and (b) the term "Partial Sale" shall mean any sale by the FL & Co. Companies of all or a portion of their shares of Class A Common Stock to a Third Party, including through any public offering, which sale is not a Total Sale."
Sales; Notice. At any time on or after the fifth anniversary of ------------- the Closing Date, Employee may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of this Section 4 and Sections 7(c) and 9(a)
Sales; Notice. At any time on or after the third anniversary ------------- of the Closing Date, Purchaser may Transfer for cash (and only for such form of consideration) any or all of the Shares to any third party subject to the provisions of this Section 3 and Section 4(c), 5(d) and 7(a) hereof. Prior to any such intended Transfer, Purchaser shall first give at least 30
Sales; Notice. After the 90th day following the eighth anniversary of the Closing, each Key Employee may sell any or all of his Key Employee Shares to any third party, subject to the provisions of this Section 9. Prior to any such sale, the selling Key Employee shall first give written notice (the "Notice") to Toray specifying (i) his bona fide intention to sell or otherwise transfer such Key Employee Shares, (ii) the name and address of the proposed purchasers, (iii) the number of Key Employee Shares the Key Employee proposes to sell (the "Offered Shares"), (iv) the price for which he proposes to sell the Offered Shares, and (v) all other material terms and conditions of the proposed sale, and a letter from the proposed purchaser confirming his bona fide intention to consummate the purchase on such terms.
Sales; Notice. Notwithstanding any other provision hereof, upon the effectiveness of the Shelf Registration Statement, each Holder shall notify the Company at least five business days prior to any intended distribution of Registrable Securities pursuant to the Shelf Registration Statement by submitting a sales notice (“Sales Notice”) to the Company, which notice shall be effective for five business days following the date of the intended distribution of Registrable Securities provided by such Holder. Each Holder agrees to hold any communication by the Company in response to a Sales Notice in confidence.
Sales; Notice. If a Right Holders desire to Transfer any or all of its Stock other than pursuant to: (a) Section 2.5 [or Section 3] hereof, (b) a Qualified IPO, [or] (c) a Change of Control[Liquidation Event] transaction; then the Right Holder shall give notice to the Company of its desire to do so (an “Sales Notice”). The Sale Notice shall state: (i) the number of shares of Stock that the Right Holder intends to sell, and (ii) invite the Company to propose a cash price that it would be willing and able to pay for such shares (“Company Offer Price”).
Sales; Notice. The Collateral Agent or any other Secured Party may be the purchaser of any or all of the Collateral at any public or private (to the extent to the portion of the Collateral being privately sold is of a kind that is customarily sold on a recognized market or the subject of widely distributed standard price quotations) sale in accordance with the UCC and the Collateral Agent, as collateral trustee for and representative of the Secured Parties, shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale made in accordance with the UCC, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Debtor, and each Debtor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Reasonable notification of the time and place of any public sale of the Collateral, or reasonable notification of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be sent to the relevant Debtor and to any other Person entitled to notice under the UCC or other applicable law; provided that, if any of the Collateral threatens to decline speedily in value or is of the type customarily sold on a recognized market, the Collateral Agent may sell or otherwise dispose of the Collateral without notification, advertisement, or other notice of any kind. It is agreed that notice sent or given not less than ten (10) Business Days prior to the taking of the action to which the notice relates is reasonable notification and notice for the purposes of this subparagraph. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Debtor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by...
