Secondary Sale. The Company will, from time to time on request and at its own expense, do and execute or procure to be done and executed all necessary acts, deeds, documents and things in a form satisfactory to the Subscriber that the Subscriber reasonably considers necessary to effect and/or facilitate the placing, or the offer to the public, or the admission to trading on a regulated market of the 2009 Preference Shares, or any Ordinary Shares acquired as a result of holding any 2009 Preference Shares or the Warrants (a “Secondary Sale”), including:
(a) Entering into an underwriting agreement or placing agreement on market terms;
(b) Providing any information necessary for the purposes of due diligence, or the drafting or verification of any document required in connection with the Secondary Sale;
(c) Preparing and publishing an information memorandum or prospectus in compliance with the applicable laws, provided that the Company shall not be required to publish a prospectus more than once in any twelve (12) month period;
(d) Permitting the use of any information memorandum or prospectus prepared and published by the Company in compliance with the applicable laws for the purposes of a Secondary Sale;
(e) Making any applications or submissions required by any statutory or regulatory authority in Ireland or elsewhere in connection with the Secondary Sale;
(f) Publishing any notices or advertisements required in connection with the Secondary Sale; and
(g) Assisting the Subscriber in relation to the effective marketing of the Secondary Sale.
Secondary Sale. The Borrower acknowledges and agrees that: (i) pursuant to Clause 12.3 (Disposals), the Borrower is restricted from selling, leasing, transferring or otherwise disposing of any asset, including all or a portion of its legal or beneficial interests in Qoros without the prior written consent of the Lender; and (ii) to the extent that the Lender provides its prior written consent for any such sale, lease, transfer or disposal, the Company shall be required to use any such proceeds (the “Transfer Proceeds”):
(a) if prior to the later of: (i) the Facility A Class B Conversion; (ii) the Facility B Class B Conversion; and (iii) the Facility C Class B Conversion, for the repayment of the outstanding amount, together with accrued and unpaid interest, under any Loan prior to using the Transfer Proceeds for any other purpose; and
(b) if following the later of: (i) the Facility A Class B Conversion; (ii) the Facility B Class B Conversion; and (iii) the Facility C Class B Conversion, for the redemption of Class A Interests at the then implied value of the Class A Interests in accordance with the LLC Agreement prior to using the Transfer Proceeds for any other purpose.
Secondary Sale. Simultaneous with the Merger, Company Parent shall conduct the Secondary Sale pursuant to which Company Parent shall receive proceeds in an aggregate amount, and at a per-share price, to be agreed upon by Parent and Company Parent, such agreement not to be unreasonably withheld, delayed or conditioned by either Parent or Company Parent.
Secondary Sale. 5.1 Subject to the events in clause 6.2 occurring, the parties hereby agree that, within 10 Business Days of Completion, a secondary sale transaction or transactions (the “Secondary Sale”) shall occur where, pursuant to the Secondary Sale SPA, the New Investor shall acquire a total of 11,153,246 Equity Shares at a price of US $0.8966 per share for an aggregate consideration of US $10,000,000.40 (the “Secondary Sale Shares”) from certain Shareholders (the “Secondary Sellers”) (such date, the “Secondary Sale Completion Date”).
5.2 If on the Secondary Sale Completion Date there are not sufficient offers to the New Investor from amongst the Shareholders to acquire all of the Secondary Sale Shares (such shortfall of Equity Shares, the “Secondary Sale Shortfall”), the Founding Shareholders shall sell, on the Secondary Sale Completion Date, pursuant to the Secondary Sale SPA, from their Ordinary Shares a number of Ordinary Shares equal to the Secondary Sale Shortfall (in such other proportions as the Founding Shareholders may agree and if no agreement is a reached, each Founding Shareholder shall sell, pursuant to the Secondary Sale SPA, such number of Ordinary Shares in proportion with their holding of Ordinary Shares).
5.3 The Company shall: (i) procure that, immediately prior to, and conditional upon, completion of the Secondary Sale, all of the Secondary Sale Shares are re-designated into Series C Shares; and (ii) pass any directors’ resolutions at a duly convened Board meeting required to effect the Secondary Sale and such re-designation; and (iii) procure that each Secondary Seller who is an employee of a Group Company shall deliver to the Company a deed of indemnity in the agreed form in favour of the relevant Group Company in respect of any income tax or National insurance contributions (or their equivalent in any other jurisdiction) for which a Group Company is liable to account as a result of or in connection with: (x) the acquisition, holding or disposal by the Secondary Seller of the Secondary Sale Shares; (y) any other taxable event with respect to the Secondary Sale Shares occurring whilst they are held by the Secondary Seller, on or before the Secondary Sale Completion Date; and (z) failure or delay of the Secondary Seller in reimbursing any amount in connection with any of the circumstances described in the foregoing limbs (x) or (y).
Secondary Sale. Subject to the terms and conditions of this Agreement, the Company, at any time after September 30, 2018 and prior to the completion of Listing or September 30, 2023 (whichever is earlier) shall, if so required by the Investor(s), facilitate an exit to such Investor(s) by procuring a purchaser for the Equity Shares/Share Equivalents held by such Investor(s), at a price and on terms and conditions, acceptable to the relevant Investor(s) exercising such a right, provided that in the event the Company is unable to provide an exit to the aforementioned Investors, such Investors shall be entitled to exercise their rights for SFB Listing during the Listing Period in accordance with Section 4.15(b) below.
Secondary Sale. Artists receive a percentage of the sale price (the “Royalty”) based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the Artdott NFT. The Royalty is calculated as provided in section 2 of the Appendix 1 hereto.
Secondary Sale. The Class A Member and the Manager acknowledge and agree that on any sale, lease, transfer or other disposal by the Company of any asset, including all or a portion of its legal or beneficial interests in Qoros Automotive Co., Ltd. (“Qoros”), the Company shall be required to use any net proceeds from such sale, lease, transfer or disposal (the “Transfer Proceeds”) as follows:
a. if prior to the Class B Conversion (as defined in Schedule B), for the repayment of the outstanding amount, together with accrued and unpaid interest, under the Loan Agreement prior to using the Transfer Proceeds for any other purpose; and
b. if following the Class B Conversion, but prior to the Qoros Conversion (as defined in Schedule B), for the redemption of Class A Interests, at the then implied value of the Class A Interests (based upon the implied value of the Company’s interest in Qoros), prior to using the Transfer Proceeds for any other purpose, with such redemption to be reflected in an adjustment to Schedule A and the number of Class A Interests, if any, then held by the Class B Member after such redemption.
Secondary Sale. In connection with and as part of the IPO, Feeder Fund will (on behalf of the Continuing LP Investors)) exchange Class B LP Units for Class A Common Stock for participation on a pro rata basis in the secondary offering included as part of the IPO (the “Secondary Sale”). The proceeds from the Secondary Sale will be distributed to the Continuing LP Investors in their capacity as limited partners of Feeder Fund at or promptly following the IPO Closing.
Secondary Sale. 3.8.1 If the UppNFT is sold from the Buyer to a Secondary Buyer:
a. a “Seller Fee”, being a specified percentage of the UppNFT Secondary Sale Price (as shown on the Content listing or otherwise made known to the Buyer) shall be automatically payable to the seller, or any digital wallet of the entity that the seller indicates from time to time; and
b. a “Transaction Fee”, being a percentage of the UppNFT Secondary Sale Price (as shown from time to time on the terms and conditions of the Uppfirst Platform), shall be automatically payable to Uppfirst SG Pte. Ltd..
3.8.2 The Buyer acknowledges and agrees to the automatic disbursement of such Seller Fees to the seller or indicated recipient, and the Transaction Fees to Uppfirst SG Pte. Ltd. by way of the operation of a smart contract or otherwise.
3.8.3 Where the Buyer sells its UppNFT to a Secondary Buyer, as of the effective date of such sale:
a. the Buyer transfers all its rights and obligations under this Contract and the Seller Further Terms (if any) to the Secondary Buyer;
b. the Secondary Buyer shall become a Party to this Contract and the Seller Further Terms (if any) as if it were the previous Buyer, and the seller agrees to perform the Contract and be bound by these terms in every way as if the Secondary Buyer was the original Party to this Contract in place of the Buyer; and
c. the seller and previous Buyer shall release and discharge each other from all future obligations to the other under the Contract and the Seller Further Terms (if any).
Secondary Sale. A Secondary Sale is a sale of any Company equity security by any Major Shareholder where a “Major Shareholder” is any individual or entity owning more than 5% of the Company’s securities on a fully diluted basis. In the event of a Secondary Sale, Holder may, at Holder’s option, sell its Warrant Shares in such Secondary Sale up to 15% of the total sale.
