Subsequent Sale. If, prior to the earlier of (i) the Effective Time and (ii) the date which is eighteen (18) months after the exercise of the Company Securities Option by Parent or Purchaser, Parent or Purchaser sells any or all of the Shares purchased from Stockholder to an unaffiliated third party (a "Subsequent Sale") at a per share price in excess of the Offer Price (the "Subsequent Sale Price"), then Parent or Purchaser will pay to Stockholder, within five (5) days of receipt of payment by Parent or Purchaser for such Shares, an amount equal to the excess of the Subsequent Sale Price over the Offer Price multiplied by the number of shares sold in the Subsequent Sale.
Subsequent Sale. In the event the Transfer Shares are not sold by the Transferor to the Third Party Purchaser within three (3) months of the date of the Transfer Notice, any subsequent sale, transfer or disposal of the Transfer Shares shall be subject to fresh compliance with the provisions hereinbefore set out.
Subsequent Sale. Buyer shall have agreed to sell the Property to a third party upon terms and conditions acceptable to the Buyer and all conditions of closing for such subsequent sale shall be satisfied.
Subsequent Sale. Should Buyer sell the E-GAS Technology to another company prior to December 31, 2022, Buyer shall ensure that the terms and conditions contained herein in Section 2.3 and 2.4 which apply to Buyer shall become obligations of the new owner.
Subsequent Sale. (i) In the event Merger Co. purchases the Stockholder's Shares as contemplated by Section 1(b) above and subsequently consummates the sale of such Shares pursuant to (i) an Alternative Proposal or (ii) the Merger Agreement, in the event the transactions contemplated by the Merger Agreement are consummated and the consideration per Share paid by Merger Co. is increased to in excess of $12.00 per Share (a "Merger Co. Increase"), then Merger Co. agrees to pay to Stockholder, on demand, an amount equal to all Excess Consideration (determined in accordance with paragraphs (ii) and (iii) below) of Merger Co. from the consummation of any Alternative Proposal for which a definitive agreement is entered into within the time periods contemplated by Section 7 below or a Merger Co. Increase.
(ii) For purposes of this Section 1(c), the "Excess Consideration" of any Stockholder from any Alternative Proposal or Merger Co. Increase shall equal the sum of (A)(1) the aggregate consideration received by such Stockholder pursuant to such (x) Alternative Proposal or (y) Merger Co. Increase, valuing any non-cash consideration (including any residual interest in the Company) at its fair market value on the date of such consummation plus (2) the fair market value (which shall not be less than the purchase price per share of Company Common Stock set forth in the Alternative Proposal or a Merger Co. Increase) of all Shares of such Stockholder disposed of after the termination of the LOI or the Merger Agreement and prior to the date of such consummation, less (B) the product of (x) the number of Shares held by such Stockholder on the date of termination of the LOI or the Merger Agreement and (y) $12.00. An equivalent calculation shall be made with respect to any options sold and included as part of the calculation of Excess Consideration.
(iii) For purposes of this Section 1(c), the fair market value of any non-cash consideration consisting of:
(A) securities listed on a national securities exchange or traded on the New York Stock Exchange shall be equal to the average closing price per share of such security as reported on such exchange or New York Stock Exchange for the five trading days after the date of determination; and
(B) consideration which is other than securities of the form specified in clause (A) of this Section 1(c)(iii) shall be determined by a nationally recognized independent investment banking firm mutually agreed upon by the parties within 10 business days of the ...
Subsequent Sale. If the Tenant notifies the Landlord that it rejects the offer in the Sale Contact or fails to accept the Offer in the Offer Period in accordance with this Part, then the Landlord may sell or otherwise dispose of the Land at a price no less than the Sale Price and on terms no more favourable than in the Sale Contract provided to the Tenant within the period which is 6 months from the end of the Offer Period.
Subsequent Sale. If Horizon declines to extend this Agreement when Agent is willing to extend on the same terms beyond the initial term or beyond any subsequent term, and one or both of the sales of the Projects are consummated within one hundred eighty (180) days after termination of this Agreement to any buyer with whom Agent has had negotiations prior to such termination, then Horizon will pay the Commission on such sale or sales. If Agent terminates this Agreement or declines to extend it when Horizon is willing to extend on the same terms, then Horizon will owe Agent no Commission on any sale consummated after termination of this Agreement.
Subsequent Sale. Within three (3) months after the Closing, the Investor shall have the right to purchase, or designate any other Person(s) to purchase, from the Company an additional number of 35,487,746 Series E Shares, at a price per share equal to the Purchased Price per Series E Shares and subject to terms and conditions not more favorable than those offered hereunder to the Investor (the “Subsequent Sale”). The purchaser(s) of such additional Series E Shares shall enter into a separate set of documents containing substantially the same terms and conditions as those set forth in the Principal Agreements, and such sale of Series E Shares to such purchasers shall not be subject to any right of first offer or consent right that any shareholder of the Company may have pursuant to the Restated Memorandum and Articles or the Amended Shareholders Agreement.
Subsequent Sale. From and after the date of this Agreement and for a period of 12 months following the Effective Time, Parent shall not sell, transfer or (other than in connection with a sale, merger or other business combination involving all or substantially all of the capital stock or assets of Parent or its affiliates) otherwise dispose of the Company or its principal Subsidiary, or all or substantially all of their respective assets, or enter into an agreement with respect thereto, without the prior written approval of the Company or, following the Effective Time, the Stockholder Representatives.
Subsequent Sale. No Seller or any member of the Seller’s Group shall have any liability in respect of any Claim arising out of or circumstance affecting any Group Company if the Claim Notice given in the terms described in this Agreement in relation to the relevant matter or circumstance is given at a time when the relevant Group Company has ceased to be a (direct or indirect) subsidiary of the Purchaser or at the time when the relevant assets to which the Claim relates have ceased to be owned by a Group Company or a member of the Purchaser’s Group.
