Transfers by Purchasers. Each Purchaser shall be entitled to transfer, with the consent of the Issuers, such consent not to be unreasonably withheld or delayed (it being understood that the Issuers’ consent may be withheld or delayed pending resolution of the amendments to the Note Documents contemplated by Section 12.06(i)) and not required for a transfer (x) to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers) or (y) during the continuance of an Event of Default, (i) Notes, in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided that in the case of a transfer of Notes to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers), no minimum shall apply); and (ii) Delayed Draw Note Commitments (with the consent of the Required Purchasers, which is not required for a transfer to or in favor of any Affiliate of such Purchaser or any or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, (x) Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers and (y) the transferring Purchaser remains obligated to fund the amount of its transferred Delayed Draw Note Commitments if the transferee fails to fund when required to do so pursuant to the terms hereof); provided that in no event shall any equityholder of Parent (other than a Purchaser, its Affiliates or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers)) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers; provided, further, that in no event shall a Defaulting Purchaser purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment while such Purchaser is a Defaulting Purchaser; provided, further, so long as no Event of Default has occurred and is continuing, in no event shall any Competitor, any of its Subsidiaries of any of their respective Affiliates purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment at any time. Each transferee pursuant to this Section 12.06(b) shall provide the Issuer and the Collateral Agent with (i) prompt written notice of any transfer that is effected and (ii) concurrently with any such transfer, an officer’s certificate from an authorized Person of such transferee certifying to the matters contemplated by Article VI-A. All transfers pursuant to this Section 12.06(b) shall be made in accordance with all applicable requirements of the Securities Act of 1933 and any applicable securities laws of any U.S. state. (c)
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Samples: Note Purchase Agreement
Transfers by Purchasers. Each Purchaser shall be entitled to transfer, with the consent of the Issuers, such consent not to be unreasonably withheld or delayed (it being understood that the Issuers’ consent may be withheld or delayed pending resolution of the amendments to the Note Documents contemplated by Section 12.06(i)) and not required for a transfer (x) to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers) or (y) during the continuance of an Event of Default, (i) Notes, in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided that in the case of a transfer of Notes to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers), no minimum shall apply); and (ii) Delayed Draw Note Commitments (with the consent of the Required Purchasers, which is not required for a transfer to or in favor of any Affiliate of such Purchaser or any or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, (x) Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers and (y) the transferring Purchaser remains obligated to fund the amount of its transferred Delayed Draw Note Commitments if the transferee fails to fund when required to do so pursuant to the terms hereof); provided that in no event shall any equityholder of Parent (other than a Purchaser, its Affiliates or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers)) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers; provided, further, that in no event shall a Defaulting Purchaser purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment while such Purchaser is a Defaulting Purchaser; provided, further, so long as no Event of Default has occurred and is continuing, in no event shall any Competitor, any of its Subsidiaries of any of their respective Affiliates purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment at any time. Each transferee pursuant to this Section 12.06(b) shall provide the Issuer and the Collateral Agent with (i) prompt written notice of any transfer that is effected and (ii) concurrently with any such transfer, an officer’s certificate from an authorized Person of such transferee certifying to the matters contemplated by Article VI-A. All transfers pursuant to this Section 12.06(b) shall be made in accordance with all applicable requirements of the Securities Act of 1933 and any applicable securities laws of any U.S. state. (c).
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Transfers by Purchasers. Each Purchaser Except as permitted by Section 1.2, f any of the Purchasers desires to accept an offer to buy its Series B Preferred Stock (any such Person a "Selling Person") (except as permitted by Section 1.2), the Selling Person shall deliver a written notice (the "Sale Notice") to the (other) Purchasers, at least ten (10) business days prior to the proposed sale, which such notice shall specify the terms and conditions upon which the proposed sale is intended to be consummated. The (other) Purchasers shall have the option to either exercise a right of first refusal by purchasing such offered Series B Preferred Stock, or to participate in such sale as co-sellers, either way in the manner hereinafter set forth. To exercise either option, any interested Purchaser(s) shall give written notice (the "Participation Notice") of their election to either exercise a right of first refusal, or participate in such sale as co-sellers, to the Selling Person within ten (10) business days after receipt of the Sale Notice. Thereupon, each of the Purchasers shall have the right to either purchase the offered Series B Preferred Stock upon the same terms and conditions specified in the Sale Notice pro rata with the other interested Purchasers, or to sell their Series B Preferred Stock to the proposed purchaser upon the same terms and conditions specified in the Sale Notice, pro rata with the Selling Person and all other Purchasers delivering a Participation Notice based upon the then current holdings of equity securities of the Company, on a fully diluted basis, of the Selling Person and all such Purchasers delivering a Participation Notice; provided, however, that ----------------- notwithstanding any other provision of this Section 1.1, no Selling Person shall be entitled required to transfer, with sell to any interested Purchaser(s) exercising a right of first refusal hereunder unless the consent Selling Person receives timely Participation Notices containing subscriptions for all of the Issuers, such consent not shares of Series B Preferred Stock proposed to be unreasonably withheld sold pursuant to the Sale Notice in which case the Selling Person and any Purchaser exercising a co-sale right shall sell to the interested Purchaser in accordance with this Section 1.1. In the event a Selling Person receives one or delayed more Participation Notices requesting co-sale, the number of Series B Preferred Stock to be sold by the Selling Person (it being understood that whether sold pursuant to the Issuers’ consent may Sale Notice or to interested Purchasers pursuant to a Purchase Notice) shall be withheld or delayed pending resolution reduced, pro rata as described above, by the Series B Preferred Stock to be sold by such Purchasers. If any of the amendments Purchasers exercise either such option, it shall bear its pro rata portion of expenses incident to such sale. Failure by the Note Documents contemplated by Section 12.06(i)any of the Purchasers to exercise the option within the ten (10) and not required for business day period shall be deemed a transfer (x) to or in favor declination of any Affiliate right of such Purchaser or any Approved Fund to participate in such sale, provided that such sale is completed within ninety (or 90) days of expiration of such ten (10) business day period at a limited partner or other investor price and on terms and conditions substantially similar to those set forth in an Approved Fund, so long as after giving effect the Sale Notice. Failure to meet the foregoing conditions shall require a new Sale Notice and right of first refusal and/or right of co-sale with respect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers) or (y) during the continuance sale. Notwithstanding any other provision of an Event of Default, (i) Notes, in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided that in the case of a transfer of Notes to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers)this Agreement, no minimum shall apply); and (ii) Delayed Draw Note Commitments (with the consent of the Required Purchasers, which sale may be made to any Person who is not required for a transfer to or in favor of any Affiliate of such Purchaser or any or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, (x) Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers and (y) the transferring Purchaser remains obligated to fund the amount of its transferred Delayed Draw Note Commitments if the transferee fails to fund when required to do so pursuant to the terms hereof); provided that in no event shall any equityholder of Parent (other than a Purchaser, its Affiliates or any Approved Fund (or unless such Person executes a limited partner or other investor joinder agreement in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers)) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers; provided, further, that in no event shall a Defaulting Purchaser purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment while such Purchaser is a Defaulting Purchaser; provided, further, so long as no Event of Default has occurred and is continuing, in no event shall any Competitor, any of its Subsidiaries of any of their respective Affiliates purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment at any time. Each transferee pursuant to this Section 12.06(b) shall provide the Issuer and the Collateral Agent with (i) prompt written notice of any transfer that is effected and (ii) concurrently with any such transfer, an officer’s certificate from an authorized Person of such transferee certifying form satisfactory to the matters contemplated by Article VI-A. All transfers pursuant to Company and becomes a "Purchaser" under this Section 12.06(b) shall be made in accordance with all applicable requirements of the Securities Act of 1933 and any applicable securities laws of any U.S. state. (c)Agreement.
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Samples: Investor Rights Agreement (Nettel Communications Inc)
Transfers by Purchasers. Each Purchaser shall be entitled to assign or otherwise transfer, with the prior written consent of the IssuersIssuer, such consent not to be unreasonably withheld withheld, delayed or delayed conditioned (it being understood that the Issuers’ Issuer’s consent may be withheld or delayed pending resolution of the amendments to the Note Documents contemplated by Section 12.06(i)) and ), provided that such consent shall not to be required for a any such assignment or transfer (x) to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such assignment or transfer, Athyrium Opportunities III Acquisition Funds that are administered or managed by Pharmakon Advisors, LP and its Approved Funds or an Affiliate of Pharmakon Advisors, LP collectively constitute Required Purchasers) or (y) to or in favor of any other Person that is not a Competitor upon the occurrence and during the continuance of an any Default pursuant to Section 9.01(a) or Event of Default, Default pursuant to Section 9.01(f): (i) Notesany or all Notes (or any portion thereof), in each instance in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided provided, that in the case of a such assignment or transfer of Notes to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such assignment or transfer, Athyrium Opportunities III Acquisition Funds that are administered or managed by Pharmakon Advisors, LP and its Approved Funds or an Affiliate of Pharmakon Advisors, LP collectively constitute Required Purchasers), no such minimum shall apply); and (ii) any and all Delayed Draw Note Commitments (or any portion thereof) (with the consent of the Required Purchasers, which is such consent shall not be required for a such assignment or transfer to or in favor of any Affiliate of such Purchaser or any or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such assignment or transfer, (x) Athyrium Opportunities III Acquisition Funds that are administered or managed by Pharmakon Advisors, LP and its Approved Funds or an Affiliate of Pharmakon Advisors, LP collectively constitute Required Purchasers and (y) the transferring Purchaser remains obligated to fund the amount of its transferred Delayed Draw Note Commitments if the transferee fails to fund such amount when required to do so pursuant to the terms hereof); provided provided, that in no event shall any equityholder of Parent (other than a Purchaser, its Affiliates or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such assignment or other transfer, Athyrium Opportunities III Acquisition Funds that are administered or managed by Pharmakon Advisors, LP and its Approved Funds or an Affiliate of Pharmakon Advisors, LP collectively constitute Required Purchasers)) or any Subsidiary of such equityholder or any of their respective Affiliates purchase or be the recipient of a an assignment or other transfer of any Note (or any portion thereof) without the prior written consent of the Required Purchasers; provided, further, that in no event shall a Defaulting Purchaser purchase or be the recipient of a an assignment or other transfer of any Note or Delayed Draw Note Commitment (or any portion thereof) while such Purchaser is a Defaulting Purchaser; provided, furtherfinally, that, so long as no Event of Default has occurred and is continuing, in no event shall any Competitor, any of its Subsidiaries of any of their respective Affiliates purchase or be the recipient of a any such assignment or transfer of any Note or Delayed Draw Note Commitment (or any portion thereof) at any time. Each assignee or transferee pursuant to this Section 12.06(b) shall provide the Issuer and the Collateral Agent with (i) prompt written notice of any assignment or other transfer that is effected and (ii) concurrently with any such assignment or other transfer, an officer’s certificate from an authorized Person of such assignee or transferee certifying to the matters contemplated by Article VI-A. All assignments or other transfers pursuant to this Section 12.06(b) shall be made in accordance with all applicable requirements of the Securities Act of 1933 and any applicable securities laws of any U.S. state. (c).
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Transfers by Purchasers. Each Purchaser shall be entitled to transfer, with the consent of the Issuers, such consent not to be unreasonably withheld or delayed (it being understood that the Issuers’ consent may be withheld or delayed pending resolution of the amendments to the Note Documents contemplated by Section 12.06(i)) and not required for a transfer (x) to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers) or (y) during the continuance of an Event of Default, (i) Notes, in an aggregate principal amount greater than or equal to $1,000,000 thereof (provided that in the case of a transfer of Notes to or in favor of any Affiliate of such Purchaser or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers), no minimum shall apply); and (ii) Delayed Draw Note Commitments (with the consent of the Required Purchasers, which is not required for a transfer to or in favor of any Affiliate of such Purchaser or any or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, (x) Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers and (y) the transferring Purchaser remains obligated to fund the amount of its transferred Delayed Draw Note Commitments if the transferee fails to fund when required to do so pursuant to the terms hereof); provided that in no event shall any equityholder of Parent (other than a Purchaser, its Affiliates or any Approved Fund (or a limited partner or other investor in an Approved Fund, so long as after giving effect to such transfer, Athyrium Opportunities III Acquisition LP and its Approved Funds collectively constitute Required Purchasers)) or any Subsidiary or any of their respective Affiliates purchase or be the recipient of a transfer of any Note without the prior written consent of the Required Purchasers; provided, further, that in no event shall a Defaulting Purchaser purchase or be the recipient of a transfer of any Note or Delayed Draw Note 106 \DC - 031561/000013 - 10875187 v5 \DC - 031561/000013 - 10875187 v7 \DC - 031561/000013 - 10875187 v9 Commitment while such Purchaser is a Defaulting Purchaser; provided, further, so long as no Event of Default has occurred and is continuing, in no event shall any Competitor, any of its Subsidiaries of any of their respective Affiliates purchase or be the recipient of a transfer of any Note or Delayed Draw Note Commitment at any time. Each transferee pursuant to this Section 12.06(b) shall provide the Issuer and the Collateral Agent with (i) prompt written notice of any transfer that is effected and (ii) concurrently with any such transfer, an officer’s certificate from an authorized Person of such transferee certifying to the matters contemplated by Article VI-A. All transfers pursuant to this Section 12.06(b) shall be made in accordance with all applicable requirements of the Securities Act of 1933 and any applicable securities laws of any U.S. state. (c).
Appears in 1 contract
