Shares to be Sold. (i) Each Tag-along Stockholder shall exercise its right to participate in a sale of Common Stock by the Selling Stockholder subject to this Section 5.2 by delivering to the Selling Stockholder a Tag-along Notice stating its election to do so and specifying the number of shares of Common Stock to be sold by it no later than five Business Days after receipt of the Sale Notice. The offer of each Tag-along Stockholder set forth in a Tag-along Notice shall be irrevocable, and, to the extent such offer is accepted, such Tag-along Stockholder shall be bound and obligated to sell in the proposed sale on the terms and conditions set forth in this Section 5.2. Each Tag-along Stockholder shall have the right to sell in a sale subject to this Section 5.2 the number of shares of Common Stock equal to the product obtained by multiplying (x) the number of shares of Common Stock held by the Tag-along Stockholder by (y) a fraction (A) the numerator of which is equal to the number of shares of Common Stock the Selling Stockholder proposes to sell or transfer to the Proposed Transferee and (B) denominator of which is equal to the number of shares of Common Stock then owned by such Selling Stockholder.
(ii) The Selling Stockholder shall use its commercially reasonable efforts to include in the proposed sale to the Proposed Transferee all of the shares of Common Stock that the Tag-along Stockholders have requested to have included pursuant to the applicable Tag-along Notices, it being understood that the Proposed Transferee shall not be required to purchase shares of Common Stock in excess of the number set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the shares of Common Stock sought to be sold by the Tag-along Stockholders, the number of shares to be sold to the Proposed Transferee by the Selling Stockholder and each Tag-along Stockholder shall be reduced so that each such Stockholder is entitled to sell its Pro Rata Portion of the number of shares of Common Stock the Proposed Transferee elects to purchase (which in no event may be less than the number of shares of Common Stock set forth in the Sale Notice).
(iii) Each Tag-along Stockholder who does not deliver a Tag-along Notice in compliance with clause (i) above shall be deemed to have waived all of such Tag-along Stockholder’s rights to participate in such sale, and the Selling Stockholder shall (subject to the rights of any participating Tag-along Stockholder) therea...
Shares to be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Sellers shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, in form for transfer satisfactory to counsel for the Purchaser.
Shares to be Sold. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares.
Shares to be Sold. Minimum Price at which Shares may be Sold: ----------------------------------------- Date(s) on which Shares may be Sold: ----------------------------------------- Underwriting Discount/ Commission: ----------------------------------------- Manner and capacity in which shares are to be Sold: ----------------------------------------- By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
Shares to be Sold. 1 1.02 Consideration.................................................................. 1 1.03
Shares to be Sold. Subject to the terms and conditions of this ----------------- Agreement, at the Closing provided for in Section 2.01 hereof (the "Closing"), Seller shall sell, transfer and deliver the Shares to Purchaser, and Purchaser shall purchase the Shares from Seller, free and clear of any Encumbrance (as hereinafter defined), and upon such transfer Purchaser shall have good title to all of the Shares.
Shares to be Sold. At the Date of Closing (as hereinafter defined) the Sellers shall sell and transfer all the Shares to Buyer, and Buyer shall purchase and accept all the Shares from Sellers. At the Date of Closing, the Shares shall constitute all of the issued and outstanding capital stock of the Company.
Shares to be Sold. Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder hereunder and upon sale and delivery of, and payment for, such Shares, as provided herein, such Selling Stockholder will convey to the several Underwriters good and marketable title to such Shares, free and clear of all liens, encumbrances, equities and claims whatsoever.
Shares to be Sold. Price at which Shares shall be Sold: ------------------------------------------ Settlement Date: ------------------------------------------ Gross Proceeds: ------------------------------------------ Placement Fee: ------------------------------------------ Manner and capacity in which Shares are to be Sold: ------------------------------------------ Issuer Free Writing Prospectus(es) (if any) ------------------------------------------ By executing this Placement Notice, the parties agree to comply with the aforementioned agreement, and to execute the transaction as described herein:
Shares to be Sold. Subject to the terms and conditions of this Agreement, at the closing provided for in Section 1.3 hereof (the "Closing"), the Company will issue, sell and deliver to the Purchaser, and the Purchaser will purchase from the Company, the Shares for a purchase price of $9.125 per share.
