Examples of Xxxxxxxxx Parties in a sentence
The Bring-Along Right and Tag-Along Right set forth in this Article IV are available only if the Xxxxxxxxx Parties have first complied in all respects with their obligations under Article III hereof.
Each of the Xxxxxxxxx Parties hereby covenants and agrees, on behalf of itself and each of its affiliates, that, during the term of this Agreement it shall not complete any transfer of any Right Securities by sale, assignment, pledge, hypothecation or otherwise, (collectively, a “Transfer”) unless such Xxxxxxxxx Party shall have first obtained the written agreement of the transferee thereof to be bound by the terms and conditions contained herein.
Subject to the terms and conditions specified in this Article III, the Xxxxxxxxx Parties hereby grant to FMC a right of first offer with respect to the sale of all of the Right Securities (the “Right of First Offer”), exercisable by FMC at any time after the expiration of the Right Period but prior to the closing of a Company IPO (the “Right of First Offer Period”).
If FMC declines the Initial Offer or does not timely deliver its Purchase Notice to the Xxxxxxxxx Parties, the Xxxxxxxxx Parties may, during a period of 120 calendar days after FMC notifies Xxxxxxxxx Inc.
If FMC timely delivers a Purchase Notice, the Xxxxxxxxx Parties and FMC shall establish a closing date (which shall be a Business Day) for the sale and purchase of the Right Securities (the “Right of First Offer Closing Date”), which Right of First Offer Closing Date shall be no later than 30 calendar days after the receipt of the Acceptance.
If, at the end of such period, as such period may be extended to obtain any required regulatory approvals, the Xxxxxxxxx Parties have not completed the sale of the Right Securities in accordance with the foregoing, the restrictions in this Article III shall remain in effect with respect to the Right Securities.
If the Xxxxxxxxx Parties make a Stock Election, FMC and the Xxxxxxxxx Parties will promptly take all actions as are reasonably necessary and appropriate to cause Xxxxxxxxx Inc.
If FMC timely matches the Third-Party Offer, the Xxxxxxxxx Parties shall have been deemed to have accepted such offer and, with FMC, shall establish a closing date (which shall be a Business Day) for the sale and purchase of the Right Securities (the “Third-Party Offer Closing Date”), which Third-Party Offer Closing Date shall be no later than 30 calendar days after the date of delivery of FMC’s acceptance of the Third-Party Offer, as such period may be extended to obtain any required regulatory approvals.
Upon receipt of an Initial Offer, FMC may elect to purchase the Right Securities by delivering a written notice to the Xxxxxxxxx Parties (the “Purchase Notice”) indicating its desire to exercise its rights under Section 3.1 within 30 calendar days of its receipt of the Initial Offer (the “Acceptance”).
On the Third-Party Offer Closing Date, (i) the Xxxxxxxxx Parties shall deliver to FMC a certificate or certificates evidencing the Right Securities together with a stock transfer power executed in blank against receipt of immediately available funds in an amount equal to the purchase price set forth in the Third-Party Offer and (ii) the Xxxxxxxxx Parties and FMC shall enter into such other customary agreements as are necessary to cause the Third-Party Offer Closing to occur.