Third Party Sales Sample Clauses

Third Party Sales. (a) During the term of this Agreement, if GF Canco or any other member of the GF Group wishes to sell in the aggregate, in one transaction or a series of related transactions, more than 2% of the then issued and outstanding Common Shares (other than a proposed sale to a person that is a member of the GF Group) (a “Proposed Private Sale”), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco shall give written notice to Asanko of the Proposed Private Sale (the “Proposed Private Sale Notice”), which Proposed Private Sale Notice shall contain the total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale; (ii) Asanko shall have the right to name, by notice in writing to GF Canco (the “Purchaser Notice”) within ten (10) Business Days following delivery of the Proposed Private Sale Notice (the “Proposed Private Sale Period”), one or more purchasers (each, a “Private Sale Purchaser”) who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to close, the Proposed Private Sale within ten (10) Business Days of the receipt of the Purchaser Notice by GF Canco; (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction terms, for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) in the event that a Purchaser Notice is delivered by Asanko, and GF Canco and one or more Private Sale Purchasers agree on terms of sale pursuant to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s). (b) In the event that Asanko fails to identify a Private Sale Purchaser within the Proposed Private Sale Period, GF Canco, acting reasonably, is unable to agree to transaction terms with the Private Sale Purchaser within three (3) Business Days of receipt of the Purchaser Notice, or the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfied, then GF Canco may sell or transfer the Common Shares that were the subject of the applicable Proposed Private Sale Notice without any restriction or limitation, provided that if GF Canco does not complete the Proposed Private Sale (or an alternative disposition transaction) within sixty (60) days of the date of the Proposed Private Sale Notice, the provisions of this Article 4 shall...

Third Party Sales. Section 2.1 notwithstanding, should Producer receive offers to purchase Product (i) in which delivery would occur more than fifteen (15) days forward, and (ii) at prices that would be more favorable to Producer than the gross price (exclusive of Service Fee) offered by Gavilon (but on terms that are otherwise customary and comparable to those set forth herein), Producer shall give Gavilon written notice of the delivery terms, quantity and sales price available to Producer as well as the third party offering those more favorable terms. If Gavilon does not match the third-party terms within one (1) business day of receipt of such notice, Producer may then sell Product to such third party in the quantities and prices as notified to Gavilon. In such event, at Producer’s written request, Gavilon shall generally assist Producer with the logistics relating to third-party sales. To the extent Producer requests Gavilon to assist with logistics of third-party sales, Producer shall pay Gavilon a service fee equal to the greater of 1% of the gross sales price of all third-party sales or $1.00/ton. No third-party sales shall affect any Confirmed Orders (as defined in Exhibit “A”) previously established between the Parties unless agreed upon in writing by both Parties. * Portion omitted pursuant to request for confidential treatment filed separately with the Securities and Exchange Commission.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder, and the money that may be paid to Limited Partners for Units tendered in the Offer will not come from, or through, the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc. (“TPG”). The Partnership will not be responsible for making sure any seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.

Third Party Sales. Seller may sell other products, including Distribution Services in excess of the Contract Capacity, to third parties or available markets (“Third Party Sales”). Seller is solely responsible for the costs and solely entitled to the revenues associated with such Third-Party Sales.

Third Party Sales. If effective acceptance shall not be received pursuant to Section 3.2 hereof with respect to all Offered Shares pursuant to any Notification, then the Offering Stockholder may sell all or any part of such Offered Shares as to which such an effective acceptance has not been so received (the "Saleable Offered Shares") at a price not less than the Minimum Price, and on other terms not materially more favorable to the purchaser thereof than the terms stated in such Notification, at any time within 90 days after the expiration of the offer pursuant to the Notification. In the event such Saleable Offered Shares are not sold by the Offering Stockholder during such 90-day period, the right of the Offering Stockholder to sell such Saleable Offered Shares shall expire and the obligations of this Article 3 shall be reinstated; provided, however, that in the event the Offering Stockholder determines, at any time during such 90-day period, that the sale of all or any part of the Saleable Offered Shares on the terms set forth in the preceding sentence is impractical, the Offering Stockholder can terminate the offer and reinstate the procedure provided in this Article 3, without waiting for the expiration of such 90-day period. The Offering Stockholder may specify in the Notification that all Offered Shares must be sold, in which case acceptances received pursuant to Section 3.2 hereof shall be deemed conditioned upon (i) receipt of written notices of acceptance with respect to all Offered Shares mentioned in such Notification and/or (ii) the sale of all or the remaining Offered Shares pursuant to this Section 3.3.

Third Party Sales. (i) With respect to any country in which Patent Rights do not exist, if (a) a product containing the Compound as an active ingredient for use in the Field is introduced by a Third Party (a "Competitive Product") and (b) sales by such Third Party exceed the applicable percentage set forth below of unit sales of NEWCO and its sublicensees of Products in such country in any calendar quarter, then the royalty rates specified in Sections 5.1 applicable to sales by NEWCO and its sublicensees of Products in such country during such calendar quarter shall be adjusted as set forth below: Section 5.1 Royalty Rates -------------------------------------- X less than or equal to [**] [**] [**] less than X less than [**] [**] X greater than or equal to [**] [**] By way of example only, if in a given calendar quarter a Third Party's unit sales of a Competitive Product in a country were [**] of the unit sales by NEWCO and its sublicensees of Products in such country for the same calendar quarter, the royalty rates applicable to such sales by NEWCO and its sublicensees during such calendar quarter would be [**] . (ii) For purposes of this Section 5.3, Third Party unit sales shall be measured by the sales reported by IMS America Ltd. of Plymouth Meeting, Pennsylvania and its affiliates ("IMS") or another independent marketing firm selected and paid by NEWCO and reasonably acceptable to ILEX. NEWCO shall furnish to ILEX copies of reports of IMS or such other auditing firm for the relevant calendar quarter(s), together with NEWCO's royalty reports and NEWCO's royalty payments for the relevant quarters.

Third Party Sales. Without the prior written consent of the Company, the Investor covenants and agrees with the Company that, (i) for so long as the Investor Percentage is equal to or greater than 5%; (ii) until the Parties otherwise agree in writing; or (iii) until the completion of a Fundamental Change, it shall not, directly or indirectly, sell or transfer (in a single transaction or series of transactions within a 30 day period) any Common Shares held by it or over which it exercises control or direction, representing more than 0.5% of the outstanding Common Shares then outstanding (on a non-diluted basis) without first notifying the Company in writing of the number of Common Shares proposed to be sold and the price at which it desires to sell such Common Shares (which price for greater certainty, may be, or may be determined with reference to, a market price of the Common Shares on the date of sale) and the Company will have seven days following its receipt of the notice from the Investor to elect to identify one or more buyers of all or any portion of the Common Shares at the price offered by the Investor. If the Company fails to identify a buyer within the seven day period, the Investor may only sell such Common Shares for a period of 30 days either (a) through a broad distribution, through the facilities of an exchange or trading system; or (b) to a United States financial institution (including brokerage) for its subsequent sale or distribution to others, provided that the Investor obtains a covenant of such financial institution not to knowingly sell or distribute such Common Shares to any entity identified by the Company within such seven day period as being an entity (including a mining company) that intends to, or is reasonably expected to, attempt to acquire the Company. Notwithstanding the foregoing, the Investor is permitted to transfer any Common Shares held by it to an Affiliate of the Investor, as certified by the Investor and where such Affiliate agrees in writing to be bound by this Agreement as an “Investor”. For the avoidance of doubt, if the Investor Percentage drops below 5% and then goes back to 5% or greater in a series of related transactions, the restrictions of this Section 4.1 shall be reinstated.

Third Party Sales. BN and RCI shall approach ----------------- publishers, authors, web site owners and operators and other third parties with whom RCI and BN have existing business relationships to generate customer leads in order to gain participation in both of their services.

Third Party Sales. Without prejudice to the other Founder Investor Put Options, following the Founder Investors Lock-Up Period (but subject to Section 7.02(b)), in the event that a Founder Investor identifies any third party that desires to purchase from such Founder Investor its Renew India Common Shares (the “Swap Option Sale Shares”), the Company hereby agrees to facilitate such purchase by using commercially reasonable efforts to take all legally permissible actions as may be required, and on terms reasonably acceptable to such third party and the Company, to issue Class A Shares to such third party in accordance with the following (the “Swap Option”): the Company shall issue Class A Shares to such third party in consideration for cash payment from such third party to the Company at a price per Class A Share as may be determined mutually between the Founder Investor and the third party (the “Agreed Per Share Price”), and the Company shall apply the proceeds (net of any applicable tax) of such issuance to purchase from such Founder Investor such number of Swap Option Sale Shares equal to the quotient of (i) the number of Class A Shares issued to such third party divided by (ii) 0.8289; provided, that, the Agreed Per Share Price shall not to be lower than 10% of the volume weighted average price per Class A Share reported on the Nasdaq Stock Market during the thirty (30) trading days period ending on the trading day immediately prior to the closing date of the Swap Option.

Third Party Sales. The Partnership is not affiliated in any way with the Bidder and the money that may be tendered for the Offer does not come from or through the Partnership. Once the Partnership receives sufficient evidence of a sale from both the seller and buyer directing the Partnership to transfer the Units, the Units are transferred to the buyer upon the approval of the General Partner, The Provo Group, Inc (“TPG”). The Partnership will not be responsible for making sure the seller is paid. However, under the IRS Safe Harbor rules, in one year TPG can only approve the transfers of Units sold up to 2% of the total number of Partnership Units outstanding (46,280.