Unlocking Rights Sample Clauses

Unlocking Rights. In the event that at any time after the date two (2) years from the Closing Date, Topco shall receive a bona fide third-party offer not solicited by any Purchaser or Agent (unless such solicitation occurred at the request of Topco) to purchase all or substantially all of the Common Stock or assets of Topco or to merge with Topco or for Topco or any other Synodys Company or Companies to engage in any similar transaction in a manner with no conditions that are unlikely to be satisfied prior to the proposed closing thereof that would cause Topco’s stockholders to receive cash or publicly-traded securities in exchange for their Common Stock (an “Unlocking Offer”) and a majority of the Holders shall have notified Topco that they support the Unlocking Offer, either (i) Topco shall accept such Unlocking Offer within ten (10) Business Days of receipt of notice of such Unlocking Offer or (ii) if Topco does not accept such Unlocking Offer, each Holder shall have the right to put all, but not less than all, of its Subject Securities to Topco in accordance with Section 10.1 at any time prior to the date that is thirty (30) days after the date Topco receives such Unlocking Offer, except that the Fair Market Value per share shall be deemed to be equal to the amount of such Unlocking Offer. Topco shall provide the Holders with prompt notice of its receipt of any Unlocking Offer and the material terms thereof.
Sample 1
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Unlocking Rights. In the event that at any time after the date three years from the date hereof, the Company shall receive a bona fide third-party offer to purchase all or substantially all of the Common Stock or the assets of the Company or to merge with the Company in a manner with no conditions which are unlikely to be satisfied prior to the proposed closing thereof that would cause the Company's stockholders to receive cash or publicly-traded securities in exchange for their Common Stock, and the Company's Board of Directors should not vote to accept such offer or a stockholder other than the Purchaser shall fail to accept such offer in a way that makes such offer unavailable to the Purchaser and the Purchaser has indicated during a contemporaneous time that it would accept such offer, the Purchaser shall have the right to put all, but not less than all, of its Warrants and Underlying Common Stock to the Company in accordance with Section 9.1, except that the Fair Market Value per share shall be deemed to be equal to the amount of such offer; provided however, in the event that the Credit Agreement restricts the Company from complying with this Section 9.7, the Company shall use its best efforts to obtain the necessary waiver or elimination of such restrictions including, without limitation refinancing the Indebtedness under the Credit Agreement.
Sample 1
Unlocking Rights. In the event that at any time after the date five (5) years from the Closing Date, the Company and/or Holdings shall receive a bona fide third-party offer to purchase all or substantially all of the Common Stock or assets of the Holdings and/or the Company, or to merge with either or both of them that would cause the Company's shareholders to receive cash or publicly-traded securities in exchange for their Common Stock, and Purchaser shall have notified the Company that it supports such offer, either (i) the Company shall accept such offer or (ii) the Company does not accept such offer, Purchaser shall have the right to put all, but not less than all, of its Warrants and underlying Common Stock to the Company in accordance with Section 9.1 at any time after the date the Company declines to accept such third-party offer, except that the Fair Market Value per share shall be deemed to be equal to the amount of such third-party offer.
Sample 1

Related to Unlocking Rights

  • Billing Rights Information on your rights to dispute transactions and how to exercise those rights is provided in your account agreement.

  • Existing Rights Termination shall not affect rights and obligations then outstanding under this Agreement which shall continue to be governed by this Agreement until all obligations have been fully performed.

  • Special/temporary right of way The Contractor shall bear all costs and charges for any special or temporary right of way required by it in connection with access to the Site. The Contractor shall obtain at its cost such facilities on or outside the Site as may be required by it for the purposes of the Project Highway and the performance of its obligations under this Agreement.

  • Your Billing Rights Keep this Document for Future Use

  • Bumping Rights An employee laid off from his/her present class may bump only into the next equal or lower class in which the employee has greater seniority. The employee may continue to bump into such equal or lower classes to avoid layoff.

  • ARTICLE MANAGEMENT RIGHTS The Union recognizes and acknowledges that it is the exclusive function of the Employer, subject to the express provisions of this Agreement to:

  • Naming Rights The Authority hereby grants to StadCo the right to (i) name the Premises, any portions thereof and any operations therefrom and (ii) give designations and associations to any portion of the Premises or the operations therefrom (collectively, “Naming Rights”); provided, however, that the exercise by StadCo of the Naming Rights shall be subject to the prior written Approval of the Authority if the proposed exercise of the Naming Rights (v) violates any Applicable Law, (x) promotes or relates to firearms, (y) uses the name of a Governmental Authority other than the County or Las Vegas located within a 700-mile radius of the Xxxxx County Government Center as it exists on the date of this Agreement or (z) would reasonably cause embarrassment or disparagement to the Authority or the County (including names containing slang, barbarisms, racial epithets, obscenities, profanity or names relating to any sexually-oriented business or enterprise or containing any overt political reference). Notwithstanding anything to the contrary contained in this Agreement, the Authority hereby reserves the following: (A) the non-exclusive right to use (but not sublicense) the names, designations, and associations granted by StadCo pursuant to its exercise of the Naming Rights for the purpose of promoting the general business and activities of the Authority and for no other purpose, and (B) the non-exclusive right to use (but not sublicense) any symbolic representation of the Premises for the above-listed purposes; provided, however, in no event shall the Authority’s rights include the right to (and the Authority shall not) use any Team indicia including the Team’s marks, logos, images, name, nickname, mascot, color scheme(s), designs, slogans or other intellectual property rights in the Authority’s promotional activities or display of Stadium symbolic representations without receiving the approval of the Team pursuant to a separate agreement between the Team and the Authority. From and after the date StadCo notifies the Authority of (1) StadCo’s exercise of any one or more of the Naming Rights or (2) the existence of a naming rights agreement related thereto, the Authority shall (a) adopt the nomenclature designated in such naming rights agreement for the Premises or the portion thereof covered by such naming rights agreement and (b) refrain from using any other nomenclature for the Premises or such portion thereof in any documents, press releases or other materials produced or disseminated by the Authority. Notwithstanding anything contained herein to the contrary, the Authority shall not use the names, designations or associations granted by StadCo pursuant to StadCo’s exercise of the Naming Rights or any symbolic representation of the Premises to promote a Prohibited Use.‌

  • Synchronization Rights The Licensor hereby grants limited synchronization rights for One (1) music video streamed online (Youtube, Vimeo, etc..) for up to 500000 non-monetized video streams on all total sites. A separate synchronization license will need to be purchased for distribution of video to Television, Film or Video game.

  • Condition of the Contractor’s Property or Equipment The Contractor shall make the Property and/or equipment available to the Judicial Council, pursuant to the terms and conditions set forth in this Agreement. The Contractor shall immediately remedy any problem with the Property’s physical plant or equipment that impairs or diminishes the quality of the Program. The Contractor shall ensure the appropriate hot water, heating, and ventilation is provided at the Property during the Program, inclusive in the prices set forth herein.

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

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