Election Not to Purchase Sample Clauses
The 'Election Not to Purchase' clause allows a party, typically a buyer, to formally decline the option or obligation to purchase certain goods, property, or interests as outlined in an agreement. In practice, this clause sets out the process and any required notice period for the party to communicate their decision not to proceed with the purchase, and may specify any consequences or release of obligations resulting from this election. Its core function is to provide flexibility and clarity, ensuring that both parties understand the rights and procedures if the purchase is not pursued, thereby preventing disputes or misunderstandings.
Election Not to Purchase. If the Purchasing Members do not exercise their respective Options to purchase all of the Transferring Member’s Interest that is the subject of the Offer pursuant to Section 9.5(a) or fail to elect any Option granted in Section 9.4 within the said forty-five (45) day period, then the Transferring Member may sell its Interest that is the subject of the Offer to a third party upon the same or more stringent terms and conditions as specified in the Offer, provided that the prospective purchaser is not a Competitor of any Purchasing Member; provided, however, that the prospective purchaser, concurrently with such sale, agrees in a written undertaking, in form and substance reasonably acceptable to the Board, to be bound by the terms of this Agreement and the Charter and to be a party to this Agreement in place of the Transferring Member. The closing of the sale to a third party must take place within sixty (60) days of the expiration of the aforementioned forty-five day (45) period. If the prospective purchaser is a Competitor of any Purchasing Member, the Transferring Member shall only be entitled to sell its Interest to the Competitor if all of the Purchasing Members consent to the sale of the Transferring Member’s Interest upon the terms and conditions specified in the Offer, which consent the Purchasing Members may withhold in their sole discretion. In the event the Purchasing Members consent to the sale of the Transferring Member’s Interest as provided in this Section 9.5(b), the prospective purchaser shall be admitted as a Member of the Company simultaneously with the Transfer by the Transferring Member of its Interest, and upon a transfer by the Transferring Member of its entire Interest, the Transferring Member shall cease to be a Member of the Company. If any Purchasing Member withholds consent to the sale of the Transferring Member’s Interest to a Competitor, then the Transferring Member shall not sell its Interest to such Competitor, and the Purchasing Members shall not be liable to the Transferring Member for any liability incurred by the Transferring Member in connection with the Offer. If the Transferring Member does not sell its Interest as provided in this Section 9.5, the Transferring Member’s Interest shall not be free from the restrictions contained in this Article IX, and such Transferring Member’s Interest shall not thereafter be sold unless the provisions of this Article IX shall again be complied with.
Election Not to Purchase. In the event the VWAP for any of the last five trading days of the Pricing Period is less than $7.00 per share of Common Stock or the trading volume reported by Bloomberg LP for the principal trading market for the Common Stock is less than 1,000,000 shares for any such trading day, then each Buyer for himself by written notice to Gunnerman and the Escrow Agent not later than the Payment Notice Date may elect to not purchase the portion of the Purchased Stock to be priced during the Pricing Period.
Election Not to Purchase. If the Founders do not elect to purchase the Offered Shares, the Offering Stockholder may Transfer them on terms no less favorable to the Offering Stockholder than were offered to the Founders pursuant to the Offer Notice and as permitted by, and after complying with, the Stockholders Agreement. If he does not sell them as provided therein, he shall comply with Section 3 of this Agreement before again offering them to anyone except a Permitted Transferee and as provided in the Stockholders Agreement.
Election Not to Purchase. Unless the Purchasing Parties, in the aggregate, elect to purchase all of the Sale Interest, the Selling Party (or its transferee in the case of an Involuntary Transfer) shall not be required to sell to the Purchasing Parties any of the Sale
Election Not to Purchase. Unless the Other Shareholders and the Corporation, in aggregate, elect to purchase all of the Sale Shares, the Selling Shareholder or its transferee, as the case may be, shall not be required to sell to the Other Shareholders or the Corporation any of the Sale Shares. In such event, if the Triggering Event was a Third Party Offer, the Selling Shareholder shall be entitled (subject to Sections 4 and 5 hereof), for a period of 90 days commencing on the expiration of the Option Period, to sell all (but not less than all) of the Sale Shares, but only (i) to the Third Party Offeror, (ii) on the terms and subject to the conditions of the Third Party Offer, as specified in the copy accompanying the Transfer Notice, and (iii) provided that the transferee agrees in writing to be bound by the terms and provisions of this Agreement (and, upon such transferee agreeing in writing to be bound by the terms and provisions of this Agreement, such transferee shall be deemed to be a "Shareholder" hereunder, entitled to all of the rights and benefits thereof). If the Sale Shares are not so transferred within such 90 day period, then such Third Party Offer shall be deemed to have expired. Such Shares shall not then be transferred except in accordance with this Agreement.
Election Not to Purchase. If FEI, Buyer or their designated Affiliate elect not to purchase the Union Business subject to Transfer, then PSC, Seller and their Affiliate may Transfer such portion of the Union Business at any time within one hundred twenty (120) days after the expiration of the FEI Exercise Period; provided, however, that such Transfer must be for at least ninety-eight percent (98%) of the Transfer Consideration and under terms substantially equivalent to the other Transfer Terms specified in the Transfer Notice.
Election Not to Purchase. Subject to the terms of Section 15, in the event the Corporation elects not to accept an offer of sale by the Stockholder or not to exercise its option rights as provided in Section 2 hereof, the Corporation shall then promptly deliver to the Stockholder the certificate or certificates for the Stock of the Stockholder so offered or subject to such option.
Election Not to Purchase. If the Corporation does not elect to ------------------------ purchase all of the Shares Subject to the Offer made under Section 4.3(a), the Offeror desiring to make the Transfer pursuant to Section 4.3(a) shall be permitted at any time within, but not after, 30 days after the Offer Expiration Time, to make a Transfer of all (but not less than all) of the Shares Subject to the Offer; provided, however, that no such Transfer shall be made on more favorable terms (including lower price) than the terms specified in the Acquisition Proposal or to a Person other than the proposed transferee specified in the Acquisition Proposal. All Common Stock Transferred by a Party (whether voluntarily, involuntarily, by operation of law or otherwise), even if one or more Parties had the right to purchase such Shares pursuant to Section 4.3 and failed to do so, and Common Stock owned by a Party that became subject to an Offer, whether or not such Common Stock was acquired by the Corporation, shall nonetheless remain subject to the terms of this Agreement, including becoming, under the applicable circumstances, subject again under Section 4.3 to the right of the Corporation to purchase such shares.