Sale Demand definition
Examples of Sale Demand in a sentence
The Corporation shall fully cooperate (and shall cause its and its subsidiaries’ officers and employees to fully cooperate) with the Sale Demand Director in connection with any and all actions, decisions and determinations taken by the Sale Demand Director in furtherance of a Sale Transaction and otherwise in accordance with this Section (I)(4).
Notwithstanding the foregoing in this Section 2.3, in the event that Purchaser sells a controlling interest in the Surviving Corporation to an Acquiror during the Earn-Out Period, then the Shareholders' Representative shall be entitled within thirty (30) days thereafter to make a written demand (the "Sale Demand") on the Acquiror to pay the Additional Consideration in accordance with Section 2.3(f)(iii) below.
The Sale Demand Special Committee shall keep regular minutes of its meetings and report the same to the Board of Directors when appropriate.
The Sale Demand Director shall have full power and authority to retain on behalf of the Sale Demand Special Committee and/or the Corporation, such legal counsel and financial, accounting, tax or other advisors as the Sale Demand Director deems necessary or advisable in connection with any Sale Transaction (collectively, “Sale Demand Advisors”).
The Shareholders' Representative will contact the President of Purchaser or the Acquiror to confirm he has received the Capital Demand or the Sale Demand, as applicable.
From and after the occurrence of a Sale Demand Default Event, the SGE Holders shall be entitled to exercise all of the rights set forth in Section 4 of the Stockholders Agreement mutatis mutandis in accordance with any Sale Transaction pursuant to this Section (I); provided that the SGE Holders shall, voting together as a single class, constitute the Drag Along Stockholder (as defined in the Stockholders Agreement).
The Board of Directors hereby designates, effective upon (and solely during the continuance of) a Sale Process Trigger and until consummation of a Sale Transaction, a special committee (the “Sale Demand Special Committee”) to consist solely of the Sale Demand Director.
The Sale Demand shall include instructions as to the time and manner in which to effect the Sale and an executed stock power, endorsed in blank, if the Escrow Agent does not have such a stock power for the Selling Shareholder.
Thereafter, if Purchaser retains the Patents, Seller shall have the right to request a further Sale Demand if Purchaser makes no effort to market the Patents within two (2) years after a previous Sale Demand is requested.
Each Sale Demand Notice shall include a descriptive narrative explaining the specific provisions contained in the Lock Up Agreement that permit or authorize the sale of the number of Allocated Shares specified in such Sale Demand Notice.