Transferees Bound; Confirmatory Document Required Prior to Transfer Sample Clauses

Transferees Bound; Confirmatory Document Required Prior to Transfer. (a) In the event that either the 1947/1945 Holders, or the Hicks Holders propose to Transfer Company Common Shares such that the Txxxxxeree would be a 3% Shareholder Transferee, or if the Company proposes to Transfer Company Common Shares such that the Transferee would be a 15% Company Transferee, the proposed Transferee(s) of Company Common Shares shall first be required to execute a confirmatory document in which it agrees in writing to be bound by the terms of Sections 4.1, 4.2, 4.4 and 5.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Transferees Bound; Confirmatory Document Required Prior to Transfer. (a) In the event that either the Hampstead Holders, or the Xxxxx Holders propose to Transfer Company Common Shares such that the Transferee would be a 5% Shareholder Transferee, or if the Company proposes to Transfer Company Common Shares such that the Transferee would be a 15% Company Transferee, the proposed Transferee(s) of Company Common Shares shall first be required to execute a confirmatory document in which it agrees in writing to be bound by the terms of Sections 4.1, 4.2, 4.4 and 5.3. The restrictions set forth in Sections 4.1, 4.2, 4.4 and 5.3 shall also apply to any subsequent Transfers of such Company Common Shares. Any 5% Shareholder Transferee or 15% Company Transferee shall have the obligations of an Offering Holder under Section 4.1 but not the rights of an Offered Holder. Such 5% Shareholder Transferee or 15% Company Transferee shall not have any rights of an Offering Holder (including the Bring-Along Right) pursuant to Section 4.2, but shall have the obligations of an Offered Holder pursuant to Section 4.2. In the event that the Company proposes to Transfer Company Common Shares such that the Transferee would be a 5% Company Transferee, the proposed Transferee(s) of Company Common Shares shall first be required to execute a confirmatory document in which it agrees in writing to be bound by the terms of Sections 4.2(b) and 4.2(d)(i). The restrictions set forth in Sections 4.2(b) and 4.2(d)(i) shall also apply to any subsequent Transferees of such shares of Company Common Shares. Notwithstanding this Section 4.4 and any other provision hereof to the contrary, a 5% Company Transferee shall only have the obligation to vote its shares in favor of a Bring-Along Transaction pursuant to Section 4.2(b) or a Company Sale and otherwise use its reasonable best efforts to cause such Company Sale to be consummated pursuant to Section 4.2(d)(i).
Sample 1

Related to Transferees Bound; Confirmatory Document Required Prior to Transfer

  • Subcontracting; Assignment The Contractor may not subcontract any portion of the services provided under this Contract without obtaining the prior written approval of the Procurement Officer, nor may the Contractor assign this Contract or any of its rights or obligations hereunder, without the prior written approval of the Procurement Officer provided, however, that a contractor may assign monies receivable under a contract after due notice to the State. Any subcontracts shall include such language as may be required in various clauses contained within this Contract, exhibits, and attachments. The Contract shall not be assigned until all approvals, documents, and affidavits are completed and properly registered. The State shall not be responsible for fulfillment of the Contractor’s obligations to its subcontractors.

  • Authorization Required Prior to Parallel Operation 2.2.1 The NYISO, in consultation with the Connecting Transmission Owner, shall use Reasonable Efforts to list applicable parallel Operating Requirements in Attachment 5 of this Agreement. Additionally, the NYISO, in consultation with the Connecting Transmission Owner, shall notify the Interconnection Customer of any changes to these requirements as soon as they are known. The NYISO and Connecting Transmission Owner shall make Reasonable Efforts to cooperate with the Interconnection Customer in meeting requirements necessary for the Interconnection Customer to commence parallel operations by the in-service date. 2.2.2 The Interconnection Customer shall not operate its Small Generating Facility in parallel with the New York State Transmission System or the Distribution System without prior written authorization of the NYISO. The NYISO, in consultation with the Connecting Transmission Owner, will provide such authorization once the NYISO receives notification that the Interconnection Customer has complied with all applicable parallel Operating Requirements. Such authorization shall not be unreasonably withheld, conditioned, or delayed.

  • Inspection Testing Authorization and Right of Access 2.1 Equipment Testing and Inspection 2.2 Authorization Required Prior to Parallel Operation

  • Acknowledgment Regarding Investor’s Status The Company acknowledges and agrees that the Investor is acting solely in the capacity of arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities. The Company further represents to the Investor that the Company’s decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

  • Acting Assignment Pay 181. Employees assigned by the Appointing Officer or its designee to perform a substantial portion of the duties and responsibilities of a higher classification shall receive compensation at a higher salary if all of the following conditions are met: a. the assignment shall be in writing; 183. b. the position to which the employee is assigned must be a budgeted position.

  • Agreements to Sell and Purchase and Lock-Up Agreements On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a price per Share of $______ (the "PURCHASE PRICE") the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell the Additional Shares and the Underwriters shall have the right to purchase, severally and not jointly, up to _______ Additional Shares from the Company at the Purchase Price. Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise their right to purchase Additional Shares in whole or in part from time to time by giving written notice thereof to the Company within 30 days after the date of this Agreement. You shall give any such notice on behalf of the Underwriters and such notice shall specify the aggregate number of Additional Shares to be purchased pursuant to such exercise and the date for payment and delivery thereof, which date shall be a business day (i) no earlier than two business days after such notice has been given (and, in any event, no earlier than the Closing Date (as hereinafter defined)) and (ii) no later than ten business days after such notice has been given. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I bears to the total number of Firm Shares. The Company hereby agrees not to (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any

  • Requirements Pertaining Only to Federal Grants and Subrecipient Agreements If this Agreement is a grant that is funded in whole or in part by Federal funds:

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that each of the Investors is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Investor is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Investor or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Investors’ purchase of the Securities. The Company further represents to each Investor that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Transfer/Assignment (A) Subject to compliance with clause (B) of this Section 7, this Warrant and all rights hereunder are transferable, in whole or in part, upon the books of the Company by the registered holder hereof in person or by duly authorized attorney, and a new warrant shall be made and delivered by the Company, of the same tenor and date as this Warrant but registered in the name of one or more transferees, upon surrender of this Warrant, duly endorsed, to the office or agency of the Company described in Section 3. All expenses (other than stock transfer taxes) and other charges payable in connection with the preparation, execution and delivery of the new warrants pursuant to this Section 7 shall be paid by the Company. (B) The transfer of the Warrant and the Shares issued upon exercise of the Warrant are subject to the restrictions set forth in Section 4.4 of the Purchase Agreement. If and for so long as required by the Purchase Agreement, this Warrant shall contain the legends as set forth in Section 4.2(a) of the Purchase Agreement.

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!