Decision to Sell Sample Clauses

Decision to Sell. Such Stockholder is capable of evaluating the merits and risks of such Stockholder's decision to sell securities of the Company hereunder and make an informed decision with respect thereto by reason of: (a) such Stockholder's business and financial experience, and the business and financial experience of those retained by such Stockholder to advise it with respect to its investment in the securities of the Company being sold hereunder; and (b) the access to such information as such Stockholder or such advisors have requested.
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Decision to Sell. The undersigned hereby unconditionally elects to sell the shares issuable upon the exercise of the above listed options in a “cashless exercise and sale.” Please Circle One: YES NO The undersigned represents and warrants that he or she has full power and authority to execute and deliver this Non-Conditional Exercise Form and holds good title to such Company Options, free and clear of all liens, claims, charges and encumbrances. The undersigned will, upon request, execute and deliver any additional documents deemed appropriate or necessary in connection with the exercise and surrender of such Company Options. The undersigned hereby irrevocably agrees and acknowledges that with respect to a decision to engage in a cashless exercise and sale” of the Company Options and the shares issuable upon the exercise of such Company Options, the undersigned will not receive at the Effective Time the Merger Consideration. If the undersigned has elected a “cashless exercise and sale,” the undersigned agrees and covenants to instruct Xxxxxxx Xxxxx to deduct (i) an amount in cash equal to the aggregate exercise price of such Company Options from the Closing Amount payable with respect to the shares acquired upon the exercise of such Company Options and (ii) such amounts as are required to be deducted or withheld pursuant to IRS regulations or any other applicable laws or regulations as reasonably determined by Xxxxxx. Name of option holder: Signature: Date:
Sample 1
Decision to Sell. CAP and Crown are financially sophisticated and are knowledgeable concerning the business and financial affairs of both PREIT and PALP and have made the decision to sell the Units for cash in order to achieve greater asset diversification after reviewing CAP’s portfolio of investment holdings and due deliberation and a review of all matters and documents which each deemed advisable.
Sample 1
Decision to Sell. Such Seller is capable of evaluating the merits and risks of such Seller's decision to sell securities of the Company hereunder and make an informed decision with respect thereto by reason of: (a) such Seller's business and financial experience, and the business and financial experience of those retained by such Seller to advise it with respect to its investment in the securities of the Company being sold hereunder; (b) the access to such information as such Seller or such advisors have requested, (c) without limiting the generality of the foregoing, the knowledge and experience with respect to the Company obtained pursuant to the Sellers' relationships with the Company, including without limitation the service by Mr. Lipton on the Board of Directors of the Company, and (d) an active xxxxxxxxation by Mr. Lipton in the matters of such Board. Each Seller represents txxx xx xxs satisfactorily conducted the maximum inquiries necessary to obtain the same information available to it as may be available to the Buyer and its affiliates, including other such Board members, and that such inquiries have not been interfered with or prevented in any way by any party, with all of the foregoing including information regarding the status to date of the work of the Special Committee of the Board of Directors of the Company and its financial advisor, including as may have been obtained by Mr. Lipton from the Buyer or any representative thereof.
Sample 1

Related to Decision to Sell

  • Decision to Purchase The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Assignor or the Servicer other than those contained in the Servicing Agreement or this Assignment Agreement.

  • Right to Sell Assignor may not Transfer any interest in the Development Xxxxx, the Subject Interests or any part thereof or any undivided interest therein in violation of Section 11.04. Subject to Section 11.02 and 11.04, Assignor may from time to time Transfer, mortgage or pledge its interest in the Development Xxxxx, the Subject Interests, or any part thereof or undivided interest therein, if and only if (i) such Transfer, mortgage or pledge is made expressly subject to and burdened with the Royalty Interest and this Conveyance; (ii) solely in connection with a Transfer other than a Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has caused the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer; and (iii) in connection with any Transfer pursuant to a foreclosure on any mortgage or security interest, Assignor has used commercially reasonable efforts to cause the assignee, purchaser, transferee or grantee of any such transaction to (A) acknowledge that the affected Subject Interests are taken subject to and burdened with the Royalty Interest and this Conveyance, and (B) assume and agree to discharge Assignor’s obligations under this Conveyance with respect to such Subject Interests from and after the actual date of any such Transfer. Any assumption and agreement to discharge shall be by appropriate written instrument for the express benefit of and enforceable by Assignee. For the avoidance of doubt, nothing in this Section 11.01(a) is intended to permit any assignee, purchaser, transferee or grantee to acquire any interest in the Development Xxxxx, the Subject Interests or any part thereof or undivided interest therein without being subject to and burdened with the Royalty Interest and this Conveyance. Assignee shall not be required to recognize any purported Transfer, mortgage or pledge not made in conformance with this Section 11.01(a) and, notwithstanding any such purported Transfer, mortgage or pledge, Assignor shall remain obligated under this Conveyance just as if such Transfer, mortgage or pledge attempt had not been made and Assignee shall continue to deal with Assignor to the exclusion of the purported transferee. Further, to the extent permitted by applicable Legal Requirements, any purported Transfer not made in conformance with this Section 11.01(a) shall be void and of no effect.

  • Authority to Sell The execution and delivery of this Agreement, and the completion of the transaction contemplated by this Agreement has been duly and validly authorized by all necessary corporate action on the part of the Vendor, and this Agreement constitutes a legal, valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms except as may be limited by laws of general application affecting the rights of creditors;

  • Direction to Sell or Liquidate Except under Section 5.6(c), a direction to the Indenture Trustee to sell or liquidate the Collateral must have been made by the Noteholders of 100% of the Note Balance of the Controlling Class.

  • Notification to New Employer In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

  • Agreement to Sell 1.1 Seller hereby agrees to sell the Project to Purchaser, and Purchaser hereby agrees to purchase the Project from Seller, in accordance with the terms and subject to the conditions hereinafter set forth.

  • Right of Receiver or Corporation to Audit The Receiver or the Corporation, their respective agents, contractors and employees, may (but are not required to) perform an audit to determine the Assuming Institution’s compliance with this Agreement at any time, by providing not less than ten (10) Business Days prior notice. The scope and duration of any such audit shall be at the discretion of the Receiver or the Corporation, as the case may be. The Receiver or the Corporation, as the case may be, shall bear the expense of any such audit. In the event that any corrections are necessary as a result of such an audit, the Assuming Institution and the Receiver shall make such accounting adjustments, payments and withholdings as may be necessary to give retroactive effect to such corrections.

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Notice of Election to Purchase and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner), together with such information as may be required by law, rule or regulation, at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be filed and distributed as may be required by the Commission or any National Securities Exchange on which such Limited Partner Interests are listed. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the Register shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent or exchange agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any Certificate or redemption instructions shall not have been surrendered for purchase or provided, respectively, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests, in the case of Limited Partner Interests evidenced by Certificates, or instructions agreeing to such redemption, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, in the Register, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the Record Holder of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the Record Holder of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article IV, Article V, Article VI and Article XII).

  • Intent to Sell It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Issuer and that the beneficial interest in and title to the Receivables not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law.

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