Sales to Proposed Transferee Sample Clauses

Sales to Proposed Transferee. If the Holders do not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the Offeror at any time within ninety (90) days after the date the Offer was made, subject to the provisions of Sections 3.2 and 3.3 below. Any such sale shall, subject to Sections 3.2 and 3.3, be to the Proposed Transferee, at not less than the Offered Price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such 90-day period shall once again be subject to the requirements of a prior offer pursuant to this Section 3.1.
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Sales to Proposed Transferee. The Offered Securities not so purchased ---------------------------- may be sold at any time within 120 days after the date the Offer was made. Any such sale shall be to the Proposed Buyer, at not less than the price and upon other terms and conditions, if any, not more favorable to the transferee than those specified in the Offer. Any Offered Securities not sold within the permitted time period shall continue to be subject to the requirements of a prior Offer pursuant to this Section 2.
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Sales to Proposed Transferee. If the Purchasing Parties do not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the Selling Party at any time within 90 days after the date the Offer was made, subject to the provisions of Section 2.2 and 2.
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Sales to Proposed Transferee. If the Purchasers do not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the Purchaser Offeror at any time within one hundred twenty (120) days after the date the Offer was made, subject to the provisions of Sections 3.4 and 3.5 below. Any such sale shall be to the Proposed Transferee, at not less than the Offered Price and upon other terms and conditions, if any, not more favorable to the Proposed Transferee than those specified in the Offer. Any Offered Shares not sold within such one hundred twenty (120) day period shall continue to be subject to the requirements of a prior offer pursuant to this Section 3.3. If Offered Shares are sold pursuant to this Section 3.3 to any transferee who is not a party to this Agreement, the Offered Shares so sold shall no longer be subject to this Agreement. Notwithstanding anything else in this Section 3.3, Intel Capital Corporation and its affiliates (in each case, “Intel”) will not be treated as a Purchaser for any purposes of this Section 3.3, and thereby will not have any obligations as a Purchaser Offeror in connection with its transfer of shares, nor any rights pursuant to such Section with respect to the transfer of shares by any other Purchaser. Section 3.3 shall not be amended or modified to apply in any way to Intel without the written consent of Intel.
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Sales to Proposed Transferee. If the Company and the Investors do not purchase all of the Offered Shares, the Offered Shares not so purchased may be sold by the Shareholder at any time within 180 days after the date the Offer was made pursuant to the Proposed Offer Sale, subject to the co-sale provisions of Section 3. Any such sale shall be at not less than the price and upon other terms and conditions, if any, not more favorable to the transferee than those specified in the Offer. Any Offered Shares not sold within the permitted 180-day time period shall continue to be subject to the requirements of a prior offer pursuant to this Section 2.1. If Offered Shares are sold pursuant to this Section 2.1 to any transferee who is not a party to this Agreement or who is not otherwise a permitted transferee under Section 2.3 hereof, the Offered Shares so sold shall be subject to the restrictions imposed by this Agreement except as provided in Section 3.5 of this Agreement. As among the Company and the Investors, the Company and the Investors shall purchase all and not less than all of the Offered Shares in order for this Section 2.1 to be effective and if the Company and the Investors do not purchase all of the Offered Shares, the Shareholder shall be free to sell such shares.
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Sales to Proposed Transferee. If the other Purchasers do not purchase all of the Offered Securities, the Offered Securities not so purchased may be sold by the selling Purchaser at any time within 90 days after the date the Offer was made, subject to the provisions of this Section 4. Any such sale shall be to the Proposed Buyer, at not less than the price and upon other terms and conditions, if any, not more favorable to the transferee than those specified in the Offer. Any Offered Securities not sold within the permitted time period shall continue to be subject to the requirements of a prior offer pursuant to this Section 4. If Offered Securities are sold pursuant to this Section 4 to any purchaser who is not a party to this Agreement, the Offered Securities so sold shall no longer be subject to any of the restrictions, or entitled to any of the benefits, imposed by this Agreement.
Sample 1
Sales to Proposed Transferee. In order for the provisions of Section 3.1 to be valid and binding on the Selling Stockholder to restrict transfers to a third party, the Company and the Offerees, must, as amongst themselves, purchase all, and not less than all, of the Offered Shares. If the Company and the Offerees do not purchase all (and, as amongst themselves, not less than all) of the Offered Shares, the Offered Shares may be sold by the Selling Stockholder to the Proposed Transferee at any time within 180 days after the date the Offer was made pursuant to the Proposed Offer Sale. Any such sale shall be at the same or greater price and upon other terms and conditions, if any, not more favorable to the transferee than those specified in the Offer. Any Offered Shares not sold within the permitted time period shall continue to be subject to the requirements of a prior offer and right of first refusal pursuant to Section 3.1.
Sample 1
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Related to Sales to Proposed Transferee

  • Prior Conduct of Proposed Transferee Notwithstanding any other provision of this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such party’s action or use of the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.

  • Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • Transfer Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Permit Transfer/Sale Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.

  • Permitted Transferee 28 Person ......................................................................................28

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Refused Transfers We reserve the right to refuse any transfer. As required by applicable law, we will notify you promptly if we decide to refuse to transfer funds.

  • Stop-Transfer Notices Purchaser agrees that, in order to ensure compliance with the restrictions referred to herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records.

  • Offer Notice (i) The Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including the price, pursuant to which the Company proposes to offer the New Equity Securities. (ii) The Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).

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