Transfer of Offered Securities to Third Parties Sample Clauses

Transfer of Offered Securities to Third Parties. If all ----------------------------------------------- notices required to be given pursuant to Section 4.1 hereof have been duly given and the Other Shareholders and the Company offer to purchase fewer than all of the Offered Securities pursuant to the provisions hereof, then the Selling Shareholder shall have the right, subject to compliance by the Selling Shareholder with the provisions of Section 3.4(b) hereof for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 4.1 hereof with respect to such Transfer Offer or (ii) the date on which the Selling Shareholder receives notice from the Other Shareholders and the Company that they will not exercise the option granted pursuant to Section 4.1 hereof, to sell to any third party that is not an Affiliate of the Selling Shareholder the Offered Securities at a price per Offered Security of not less than 100% of the Transfer Offer Price Per Security and on substantially the other terms specified in the Transfer Offer.
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Transfer of Offered Securities to Third Parties. If all notices required to be given pursuant to Section 4.1 have been duly given and the KPS Funds and/or the Company do not exercise their respective options to purchase all of the Offered Securities, then the Selling Shareholder shall have the right, subject to compliance by the Selling Shareholder with the provisions of Section 3.3(b) hereof for a period of 90 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 4.1 with respect to such Sale Proposal or (ii) the date on which such Selling Shareholder receives notice from the KPS Funds and/or the Company that they will not exercise in whole the options granted pursuant to Section 4.1, to sell the Offered Securities to such third party at a price of not less than the First Offer Price, and on the other terms specified in the Sale Proposal. Notwithstanding the foregoing, no Selling Shareholder may transfer Offered Securities under this Section 4.2 prior to the seventh anniversary of the date hereof unless it has complied with Section 4.1(a).
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Transfer of Offered Securities to Third Parties. If all notices required to be given by the Selling Shareholder pursuant to Section 4.1 have been duly given and either (a) the Investors, the Management Shareholders, the Barnett Management Shareholders and the Company do not exercise their xxxxxxxive options to purchase all of the Offered Securities, and the Selling Shareholder does not desire to sell less than all the Offered Securities, or (b) if with the consent of the Selling Shareholder, the other Investors, Management Shareholders, Barnett Management Shareholders and the Company purchase less than all xx xxx Offered Securities pursuant to the provisions hereof, then in either such event the Selling Shareholder shall have the right, subject to Section 4.5, if applicable, for a period of 120 calendar days from the earlier of (i) the expiration of all option periods pursuant to Section 4.1 with respect to such Sale Proposal or (ii) the date on which such Selling Shareholder receives notice from the Investors, the Management Shareholders, the Barnett Management Shareholders and the Company that they will not exexxxxx xn whole or in part the options granted pursuant to Section 4.1, to sell the Offered Securities remaining unsold to any third party at a price not less than the First Offer Price, and on other principal terms not materially more favorable in the aggregate to the Proposed Purchaser than those specified in the Sale Proposal. If, prior to consummation, the terms of such proposed transfer shall change with the result that the price shall be less than the First Offer Price set forth in the Notice of Intention or the other principal terms shall be materially more favorable in the aggregate to the Proposed Purchaser than those set forth in the Notice of Intention, it shall be necessary for a separate Notice of Intention to be furnished, and the terms and provisions of Sections 4.1 and 4.2 separately complied with, in order to consummate such proposed transfer pursuant to this Section 4.2.
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Transfer of Offered Securities to Third Parties. Subject to compliance with Section 5.8, if all notices required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company determine not to exercise their respective options to purchase the Offered Securities or determine to exercise their respective options to purchase less than all of the Offered Securities without receiving the consent of the Selling Stockholder as required by Section 5.1(d) and the Selling Stockholder does not desire to sell less than all the Offered Securities, then the Selling Stockholder shall have the right, for a period of 120 calendar days from the earlier of (i) the expiration of the applicable option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to sell to any Third Party the Offered Securities remaining unsold at a price not less than the First Offer Price and on terms substantially the same as the other First Offer Terms.
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Related to Transfer of Offered Securities to Third Parties

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $10.0 million of the then-outstanding Registrable Securities.

  • Authorization of the Offered Securities The Offered Securities to be sold by the Company through the Underwriters have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in sub-section (r)) imposed by the Company. The Company has sufficient Ordinary Shares for the issuance of the maximum number of Offered Securities issuable pursuant to the Offering as described in the Prospectus.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Company’s Refusal to Register Transfer of the Securities The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

  • Transfer of Registrable Securities Notwithstanding anything to the contrary contained herein, except in the case of (i) a transfer to the Corporation, (ii) a transfer by any Original Equity Owner Party or any of its Affiliates to its respective equityholders, (iii) a Public Offering, (iv) a sale pursuant to Rule 144 after the completion of the IPO or (v) a transfer in connection with a sale of the Corporation, prior to transferring any Registrable Securities to any Person (including, without limitation, by operation of law), the transferring Holder shall cause the prospective transferee to execute and deliver to the Corporation a Joinder agreeing to be bound by the terms of this Agreement. Any transfer or attempted transfer of any Registrable Securities in violation of any provision of this Agreement shall be void, and the Corporation shall not record such transfer on its books or treat any purported transferee of such Registrable Securities as the owner thereof for any purpose.

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • Registration and Transfer of Securities All Securities held for the Fund that are issued or issuable only in bearer form shall be held by the Custodian in that form, provided that any such Securities shall be held in a Book-Entry System if eligible therefor. All other Securities held for the Fund may be registered in the name of the Fund, the Custodian, a Sub-Custodian or any nominee thereof, or in the name of a Book-Entry System, Securities Depository or any nominee of either thereof. The records of the Custodian with respect to foreign securities of the Fund that are maintained with a Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers shall identify those securities as belonging to the Fund. The Trust shall furnish to the Custodian appropriate instruments to enable the Custodian to hold or deliver in proper form for transfer, or to register in the name of any of the nominees referred to above or in the name of a Book-Entry System or Securities Depository, any Securities registered in the name of the Fund.

  • Suspension of Sales; Adverse Disclosure; Restrictions on Registration Rights 3.4.1 Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

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