Third-Party Sale Sample Clauses
The Third-Party Sale clause defines the terms and conditions under which a party may sell its interest or assets to an external, unrelated entity. Typically, this clause outlines notification requirements, rights of first refusal for existing stakeholders, and any necessary approvals before a sale can proceed. By establishing clear procedures for third-party transactions, the clause helps prevent disputes, protects the interests of current parties, and ensures transparency in ownership changes.
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Third-Party Sale. In the event the Company and/or the Major Investors have not acquired all of the Offered Shares under this Section 3.1 (Right of First Offer), then, subject to Section 3.2 (Right of Co-Sale) in the case of a Transfer by any Founders, the Seller may, within sixty (60) days (the “ROFO Unrestricted Period”) following the date of the expiration of the ROFO Deadline (the “Contract Date”) and without any further obligation to the Company or the Major Investors, except as otherwise provided herein, sell the number of Offered Shares, at not less than one hundred percent (100%) of the purchase price per Share and on terms and conditions equivalent if not more favorable to the Seller, to those specified in the ROFO Notice to a third party (the “Third Party Purchaser”). In addition, such sale shall not be consummated unless and until (x) such Third Party Purchaser shall represent in writing to the Company and each Major Investor that it is aware of the rights of the Company and the Investors contained in this Agreement, the Voting Agreement and the Investors’ Rights Agreement, (y) prior to the purchase by such Third Party Purchaser of any of such Offered Shares, such Third Party Purchaser shall become a party to this Agreement as a “Holder” and shall agree to be bound by the terms and conditions hereof and such Third Party Purchaser shall become a party to the Voting Agreement as a “Shareholder” (as defined in the Voting Agreement) and shall agree to be bound by the terms and conditions thereof and (z) the transfer complies in all respects with applicable United States Federal and state securities laws, including, without limitation, the Securities Act of 1933, as amended (the “Securities Act”). In the event the Seller does not consummate the sale of the Offered Shares during the ROFO Unrestricted Period, the Company’s right of first offer and the Major Investors’ rights of first offer and Co-Sale Rights shall again become effective, and no transfer of such Offered Shares may be made thereafter by such Seller without again offering the same to the Company and the Major Investors in accordance with this Section 3.1.
Third-Party Sale. If all of the Offered Units are not fully subscribed for by the Eligible Purchasers pursuant to the foregoing, the Company shall have the right to issue and sell the unsubscribed for portion of the Offered Units to the Proposed Purchaser for the price and on the terms and conditions described in the First Notice at any time during the ninety (90) days following the termination of the Election Period. After such ninety (90) day period, if such Offered Units are not so sold, the Company shall again comply with the terms of this Section 4.4 before selling or issuing any Offered Units.
Third-Party Sale. Any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.
Third-Party Sale. If Lessor does not elect to purchase the Leasehold Interest on the terms and conditions of the Lessee Offer, or fails to respond to the Lessee Offer within the time period prescribed in Section 2.4 above, Lessee shall have the right to sell its Leasehold Interest to a third party (a “Third-Party Sale”) at any time within one (1) year after the Lessee Offer Date (which, in the event there has been no Lessor ROFO Response, shall be the date Lessee submitted the Notice of Intent to Sell) (the “Outside Closing Date”), without having to reoffer the Leasehold Interest to Lessor; provided that the Third-Party Sale price, excluding any Extension Fee intended to be paid from the Third-Party Sale price at the time of such purchase but prior to any deduction for closing costs, lender fees, or brokerage commissions (the “Net Sale Price”), is no less than ninety-five percent (95%) of the Lessee Offer Price set forth in the Notice of Intent to Sell (the “Threshold Price”), and the Other Material Terms of the Third-Party Sale do not significantly differ from those stated in the Notice of Intent to Sell.
(a) When Lessee has received an acceptable written offer from a third party (the “Third-Party Offer”), and Lessee and such third party have come to terms on a sale of the Leasehold Interest, whether or not the proposed Third-Party Sale incorporates an extension of the Term, Lessee shall deliver written notice to Lessor in substantially the form of the attached Schedule 2.6(a) (the “Notice of Pending Sale”) setting forth the price and the Other Material Terms of the Third-Party Offer, and indicating whether the Other Material Terms in the Third-Party Offer are consistent with the Other Material Terms of the Lessee Offer. The Notice of Pending Sale shall also include all documents, whether executed or not, between Lessee and the third party in connection with the Third-Party Offer. Lessor shall acknowledge the date Lessor received the Notice of Pending Sale (the “Notice of Sale Date”) by completing the bottom portion of Schedule 2.6(a) and returning a copy of the completed Notice of Pending Sale to Lessee within two (2) business days after receipt of the Notice of Pending Sale. Lessee need not have signed a purchase contract with the third party in order to submit the Third-Party Offer. If a purchase contract is signed by Lessee, it must include the following language: “This purchase contract may be subject to a right in favor of the Board of Trustees of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇...
Third-Party Sale. If the Offeree does not accept the Offer during the Offer Period, the Offeror shall be entitled, within a period of sixty days after the expiry of the Offer Period, to sell the Purchased Shares to the Buyer in accordance with the Third Party Offer, subject to Article
Third-Party Sale. If, following termination of this Agreement pursuant to Sections 6.1 or 6.2, Seller sells the Membership Interests to a Person that is not an Affiliate of Buyer (a “Third Party Sale”), then Seller shall give notice thereof to Buyer and pay to Buyer, simultaneous with the closing of such Third Party Sale, an amount equal to:
(a) fifty percent (50%) multiplied by
(b) the excess, if any, of:
(i) the gross proceeds received by Seller from such Third Party Sale, less
(ii) an amount equal to the Closing Payment (with an Extension Credit of $0), less
(iii) the amount of all reasonable documented and invoiced out-of-pocket third-party expenses (including, but not limited to, legal, survey, engineering, environmental and commissioning expenses) paid or payable by Seller necessary to consummate such Third Party Sale and incurred following the termination of this Agreement; provided that Seller may only include amounts pursuant to this clause (iii) to the extent it provides documentation thereof to Buyer. Seller shall deliver to Buyer all such documentation, closing statements and other written evidence as Buyer may reasonably request to verify the amounts referred to in this Section.
Third-Party Sale. (Clause at this sl. to be kept blank if not applicable)
Third-Party Sale. If the Buyer rejects the offer (or is deemed to have rejected the offer pursuant to Section 5.4(ii)(C)), Seller may Transfer the Option Shares on terms as set forth in the offer and such Transfer shall terminate the Option. Any changes in the purchase price of the Option Shares shall be deemed to be a new offer.
Third-Party Sale. The Commission under its Solar Power – Grid Connected, Ground Mounted and Roof top and the Metering Regulation JERC-19/2015 allows third party sale of the energy generated through the Solar Plant provided the buyer and the seller are in the same territory. However, the buyer of the power will be levied the cross subsidy for the units of power bought, if the same are applicable for the buyer for grid power supply. The rate of Cross subsidy rate will be same as applicable to the buyer of the Power even without buying Solar Power.
Third-Party Sale. Any sale in interstate, interprovincial or international commerce to a Power Purchaser that is not designated as supplying either Network Load under the Network Integration Transmission Service.