Co-Sale Obligations of Purchasers Sample Clauses

Co-Sale Obligations of Purchasers. (a) In the event the Board of --------------------------------- Directors and the holders of a majority of the Common Stock then outstanding approve a Sale of the Company, each Purchaser will (i) consent to, vote for and raise no objections against such Sale of the Company, (ii) waive any dissenter's or appraisal rights and similar rights with respect thereto and (iii) if such Sale of the Company is structured as a sale of Common Stock, agree to sell all of such Common Stock on the terms and conditions approved by the Board of Directors and the holders of a majority of the Common Stock then outstanding. The Purchasers will take all necessary and desirable actions in connection with the consummation of any Sale of the Company including (x) if such sale is structured as a sale of assets, actions necessary to cause the orderly liquidation of the Company following the consummation of such Sale and (y) the making of the same representations, warranties, covenants and undertakings (to the extent applicable to any such Purchaser in his, her or its capacity as a stockholder of the Company) to the prospective transferee(s) in such Sale of the Company as the holders of a majority of the Common Stock then outstanding; provided, that none of First Plaza, NationsBank or their respective permitted transferees shall be required to make any representations or warranties specifically concerning, or with respect to, the Company or its Subsidiaries or their respective businesses or assets or provide indemnification for any representations or warranties except out of funds of such Sale which are retained as an escrow, hold back or similar arrangement, and provided, further, if either First Plaza or NationsBank determines in good faith that any sale by it of the capital stock of the Company owned by it would constitute a violation of applicable law or regulation, such Purchaser shall not be required to sell such capital stock in such Sale of the Company.
Sample 1
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Related to Co-Sale Obligations of Purchasers

  • Obligations of Purchaser The obligations of the Purchaser under this Receivables Purchase Agreement shall not be affected by reason of any invalidity, illegality or irregularity of any Receivable.

  • Conditions to the Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated hereby to occur at the Closing are subject to the satisfaction of each the following conditions, unless waived in whole or in part in writing by Purchaser:

  • Conditions of the Obligations of the Initial Purchasers The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by the Company of its covenants and other obligations hereunder, and to each of the following additional conditions:

  • Conditions to Obligations of Purchaser The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

  • Obligations of the Purchasers In connection with the registration of the Registrable Securities, the Purchasers shall have the following obligations:

  • Conditions of the Obligations of the Purchasers The obligations of the several Purchasers to purchase and pay for the Purchased Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:

  • Obligations of the Investors In connection with the registration of the Registrable Securities, the Investors shall have the following obligations:

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

  • Conditions of the Obligations of the Placement Agent The obligations of the Placement Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of each Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

  • OBLIGATIONS OF THE BUYER a. The Buyer has furnished to the Company in Exhibit B hereto such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Company shall notify the Buyer in writing of any other information the Company reasonably requires from the Buyer in connection with any Registration Statement hereunder. The Buyer will as promptly as practicable notify the Company of any material change in the information set forth in Exhibit B, other than changes in its ownership of the Common Stock.

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