Sales to Third Parties. (a) Each Management Stockholder hereby agrees that he or she shall not sell, assign, transfer, convey, pledge or otherwise dispose of (collectively, "Transfer") any Restricted Shares without the prior written consent of the Company, which consent shall have been authorized by a majority of the members of the Board and which consent may be (i) withheld in the sole discretion of the Board, or (ii) given subject to reasonable terms and conditions determined by the Board in its sole discretion. Each Management Stockholder further agrees that in connection with any Transfer consented to by the Company, the Management Stockholder shall, if requested by the Company, deliver to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company and counsel for the Company, to the effect that the Transfer is not in violation of this Agreement, the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state. Any purported Transfer in violation of the provisions of this Section 1 shall be null and void and shall have no force or effect.
(i) If a Management Stockholder (the "Offering Stockholder") shall have received a bona fide offer or offers from a third party or parties to purchase any Restricted Shares, and the Transfer shall have been approved pursuant to Section 1(a), prior to selling any Restricted Shares to the third party or parties, the Offering Stockholder shall deliver the Company a letter signed by the Offering Stockholder setting forth: (A) the name of the third party or parties; (B) the prospective purchase price per share of the Restricted Shares; (C) all material terms and conditions contained in the offer of the third party or parties; and (D) the Offering Stockholder's offer (irrevocable by its terms for 60 days following receipt) to sell to the Company all (but not less than all) of the Restricted Shares covered by the offer of the third party or parties, for a purchase price per share and on other terms and conditions not less favorable to the Company than those contained in the offer of the third party or parties (an "Offer").
(ii) If, upon the expiration of 60 days following receipt by the Company of the letter described in Section 1(b)(i), the Company shall not have accepted the Offer, the Management Stockholder may on or prior to the 90th day following the receipt of such letter sell to the third party or parties all (but not less than all) of the Restricted Shares covered by the O...
Sales to Third Parties. Materials purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2 above, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective Materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.
Sales to Third Parties. Proceeds received from Material purchased from the Property by third parties shall be credited by Paltar to the Operating Account at the net amount collected by Paltar from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in clause 5.2 of this Accounting Procedure, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Operating Account if and when paid by Paltar.
Sales to Third Parties. Seller shall not sell or otherwise transfer any Facility Energy, Capacity Rights or Environmental Attributes to any Person other than Buyer. Any purported sale or transfer in violation of this provision shall be null and void at inception and of no force or effect.
Sales to Third Parties. 12 5.1 General........................................................ 12 5.2
Sales to Third Parties. Upon the earlier to occur of, (x) the expiration of the Second Offer Period, if there are no Accepting Recipients, and (y) 60 days following the expiration of the Second Offer Period, if the Accepting Recipients have failed to enter into definitive agreements with respect to the sale of all of the Offered Securities, then, commencing on the next Business Day (such date, the “Third Party Sale Start Date”), the Selling Member may, within 30 days of the Third Party Sale Start Date, enter into definitive agreements with one or more Persons to Transfer any Offered Securities remaining that are not subject to Transfer in a definitive agreement for consideration having a value not less than the First Offer Price (the “Third Party Agreements”); provided, that (i) any such Transfer must be consummated within 30 days of the date of the Third Party Agreement, subject only to any delays necessary to obtain any applicable Governmental Approval, provided that commercially reasonable efforts are used to secure such Governmental Approval, and (ii) such Third Party Agreement must be, in all material respects, on terms equal to or less favorable than those contained in the First Sale Notice.
Sales to Third Parties. One hundred percent (100%) of the Products from the Project shall be dedicated exclusively to PGE for so long as this Agreement is in force and effect and no PGE Event of Default exists. When an undisputed PGE Event of Default has occurred and has not been satisfied by the applicable cure period, and is continuing, Seller may sell, divert, grant, transfer or assign Products to any Person and divert, redirect or make available the Project or any resource therefrom to any Person, and Seller shall receive and be entitled to all revenue therefrom. PGE shall retain the right to Discharging Energy that is already within the Storage Facility at the time the Event of Default arises (if any). Seller shall retain the right to discharge energy that is already within the Storage Facility at the time the Event of Default is resolved (if any), for which Seller has paid for the Charging Energy.
Sales to Third Parties. If at any time a Purchaser (a “Purchaser Offeror”) desires to sell, transfer, hypothecate, pledge, assign or otherwise dispose of all or any part of his shares pursuant to a bona fide offer from a Proposed Transferee, such Purchaser Offeror shall submit an Offer to sell the Offered Shares to the Purchasers who are not Purchaser Offerors on terms and conditions, including the Offered Price, not less favorable to the Purchasers than those on which the Purchaser Offeror proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of shares owned by the Purchaser Offeror, the terms and conditions, including the Offered Price and any other material facts relating to the proposed sale and shall include a copy of any written proposal, term sheet or other agreement relating to the proposed transfer. The Offer shall further state that the Purchasers may acquire, in accordance with the provisions of this Agreement, the Offered Shares for the Offered Price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein.
Sales to Third Parties. Any Stockholder may Transfer all or a portion of its Equity Securities to a third party, provided that such Transfer is made in compliance with the provisions of Section 1.2 (Right of First Offer) and Section 6.4
Sales to Third Parties. TULIP shall not sell any XXXX proprietary products manufactured by TULIP for XXXX under this Agreement to any third parties, including but not limited to any products incorporating the XXXX proprietary Xxxxxx Bulb Side-Port Injector. However, nothing in this Agreement shall prohibit TULIP from selling TULIP products, including any TULIP products included in the Products manufactured for XXXX under this Agreement, to any other entity, and XXXX expressly acknowledges that TULIP does and shall continue to sell TULIP products on a wholesale and retail basis throughout the world.
