Election to Sell Sample Clauses

Election to Sell. If Telematica makes an election to sell the Shareholder Interest, then, the Company shall be obligated to purchase, and Telematica shall be obligated to sell, the Shareholder Interest simultaneously with the closing of the Qualified Disposition that was contemplated when the notice of the Subsidiary Value was given (the "Exit Closing"), for a consideration ("Company Purchase Consideration") equal to a fraction of each item of consideration received by the Company at the Exit Closing, which fraction:
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Election to Sell. Upon the timely delivery by Insight of an Initial Election Notice pursuant to this Section 9.4 specifying its election to sell its Membership Interest to TCI, Insight shall be obligated to sell and TCI shall be obligated to purchase, in accordance with this Article 9, all of Insight's Membership Interest, for an amount in cash equal to the Equity Value of such Membership Interest.
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Election to Sell. Upon the election by Vendor to proceed by Trustee's Sale, Vendor may elect to declare all sums immediately due and payable by delivering to the Trustee a written declaration of default and demand for sale; Vendor's copy of this agreement; and all documents evidencing expenditures by Vendor, secured by this agreement.
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Election to Sell. If (a) an Event of Total Loss occurs and Unit 2 will be repaired or reconstructed or construction of Unit 2 will be completed pursuant to Section 9.2(a) or (b) an Event of Loss occurs and ERGS SC elects, but is not obligated in accordance with the terms of the ERGS SC Unit 2 Facility Lease, to have Unit 2 repaired or reconstructed or construction of Unit 2 completed pursuant to Section 9.2(a) and the cost to repair, reconstruct or complete construction of Unit 2 to be borne by the Xxxx 0 Owners and/or the Lessee/Owner Parties exceeds by more than $200,000,000 the aggregate amount of Loss Proceeds which the Unit 2 Owners and/or the Lessee/Owner Parties have received or ERGS SC reasonably anticipates they will receive, then ERGS SC shall include in its notice pursuant to Section 9.2(a) a good faith estimate of the total cost to repair, reconstruct or complete construction of Unit 2 and the amount by which such estimate exceeds the aggregate amount of Loss Proceeds which the Unit 2 Owners and/or the Lessee/Owner Parties have received or ERGS SC reasonably anticipates they will receive. Each other Unit 2 Owner shall have the right, exercisable by written notice delivered to ERGS SC within 90 days of the date of ERGS SC’s notice, to sell its Unit 2 Ownership Interest to ERGS SC. The sale of a Unit 2 Owner’s Unit 2 Ownership Interest pursuant to this Section 9.5 shall take place in accordance with Section 9.6 on a date no earlier than 30 days and no later than 60 days after notice of such election at a time and place mutually acceptable to ERGS SC and the selling Xxxx 0 Owner.
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Election to Sell. Notwithstanding anything to the contrary in this Agreement, the June 27 Agreement or the June 30 Agreement, Questar, beginning 24 months after the in-service date of Phase II of the Project, will have a 12-month period (Purchase Period) in which it may, on its own election, sell to KN its Partnership interest in the Project at an amount equal to Questar's Partnership interest percentage, at that time, of TransColorado's book equity, including net working capital (Questar's Equity). KN may negotiate with any other Partner to allow it to acquire a portion of Questar's Partnership interest. If no other Partner negotiates successfully with KN to purchase a portion of Questar's Partnership interest, then KN will be obligated to purchase all of Questar's Partnership interest. Further, if Questar elects to sell its interest in the TransColorado Partnership to KN and any additional Partners during the Purchase Period, KN and any other Partner who negotiates successfully to purchase Questar's interest in the Project will either assume or refinance all TransColorado Partnership debt within the 90-day time frame established to purchase Questar's Equity as is set forth in subsection 10.4 of this Agreement and will be solely liable and obligated for any TransColorado Partnership debt assumed or refinanced.
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Election to Sell. Subject to the second sentence of Section 7.1.1, if any Member or Members elect to sell 50% or more of the total Interests (or Rentech Parent or Graanul elects to sell all of the Equity Interests of one or more Intermediate Subsidiaries that collectively indirectly hold 50% or more of the total Interests), then the Member(s) that are selling the Interests (or, in the case of a sale of Equity Interests of the Intermediate Subsidiaries, Rentech Parent or Graanul, as applicable) (the “Selling Member(s)”) shall notify each other Member holding less than 20% of the total Interests (each, a “Take-Along Member”) in writing at least 30 days prior to the consummation of such transaction. If the Selling Member(s) delivers such notice: (a) each Take-Along Member shall be deemed to approve the proposed transaction; (b) to the extent any vote or consent to such transaction is required, each Take-Along Member shall vote for and consent to such transaction (including on behalf of all of its Interests and on behalf of all Interests with respect to which such Take-Along Member has the power to direct the voting) and shall waive any dissenter’s rights, appraisal rights or similar rights which such Take-Along Member may have in connection therewith; (c) no Take-Along Member shall raise any objections to the proposed transaction, (d) each Take-Along Member shall agree to sell up to all of its Interests (as determined by the Selling Member(s)) on the same terms and conditions as the Selling Member(s) (provided that proceeds will be shared among the Members as described in Section 7.7.2); (e) each Take-Along Member shall execute all documents reasonably required to effectuate such transaction, as determined by the selling Member(s); (f) each Take-Along Member shall be obligated to provide the same representations, warranties, covenants, agreements, indemnities (on a pro rata basis (but not a joint and several basis), provided that no indemnification obligation of any Take-Along Member shall exceed the consideration received by such Take-Along Member for the sale of its Interests) and other obligations that the Selling Member(s) agrees to provide in connection with such transaction (other than any such obligations that relate specifically to a particular holder of Interests, such as indemnification with respect to representations and warranties given by such holder regarding such holder’s title to and ownership of such Person’s Interests); and (g) each Take-Along Member shall ta...
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Related to Election to Sell

  • Election to Purchase (To Be Executed Upon Exercise of Warrant) The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive [ ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Kismet Acquisition Two Corp. (the “Company”) in the amount of $[ ] in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Ordinary Shares be delivered to [ ] whose address is [ ]. If said [ ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) or Section 6.2 of the Warrant Agreement, as applicable. In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(b) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) of the Warrant Agreement. In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [ ], whose address is [ ] and that such Warrant Certificate be delivered to [ ], whose address is [ ]. Date: [ ], 20 (Signature) (Address) (Tax Identification Number) Signature Guaranteed: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). EXHIBIT B LEGEND THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG KISMET ACQUISITION TWO CORP. (THE “COMPANY”), KISMET SPONSOR LIMITED AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS. SECURITIES EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY. NO. [ ] WARRANT

  • FORM OF ELECTION TO PURCHASE (To be executed if the registered holder desires to exercise the Right Certificate.) To: ORAPHARMA, INC. The undersigned hereby irrevocably elects to exercise __________ Rights represented by this Right Certificate to purchase the shares of Series E Preferred Stock issuable upon the exercise of such Rights (or such other securities of the Company or of any other person which may be issuable upon the exercise of the Rights) and requests that certificates for such shares be issued in the name of and delivered to: ____________________________________________ (Please print name and address) _____________________________________________ (Please insert social security or other identifying number) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: ____________________________________________ (Please print name and address) ____________________________________________ (Please insert social security or other identifying number) Dated:_______________, _____ _______________________ Signature Signature Guaranteed: ________________________ Signatures must be guaranteed by a member firm of a registered United States national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

  • Election to Redeem; Notice to Trustee The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers' Certificate evidencing compliance with such restriction.

  • Election to Exercise To exercise the Option, the Participant (or in the case of exercise after the Participant’s death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the Company a notice of intent to exercise in the manner designated by the Committee. If someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the Company verifying that such person has the legal right to exercise the Option.

  • FORM OF ELECTION TO EXERCISE (To be exercised by the registered holder if such holder desires to exercise the Rights Certificate.) TO: The undersigned hereby irrevocably elects to exercise whole Rights represented by the attached Rights Certificate to purchase the Common Shares or other securities, if applicable, issuable upon the exercise of such Rights and requests that certificates for such securities be issued in the name of: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Rights shall be registered in the name of and delivered to: (Name) (Address) (City and Province) Social Insurance Number or other taxpayer identification number. Dated: Signature Guaranteed: Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever.) Signature must be guaranteed by a major Schedule 1 Canadian chartered bank, a member of a recognized stock exchange or a member of a recognized Medallion Guarantee Program. (To be completed if true.) The undersigned party exercising Rights hereunder, hereby represents, for the benefit of all holders of Rights and Common Shares, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof or a Person acting jointly or in concert with an Acquiring Person or an Affiliate or Associate thereof. Capitalized terms shall have the meaning ascribed thereto in the Shareholder Rights Agreement. Signature (To be attached to each Rights Certificate.)

  • Election To Redeem; Notices to Trustee If the Issuer elects to redeem Notes pursuant to paragraph 6 of the Notes, at least 45 days prior to the Redemption Date (unless a shorter notice shall be agreed to in writing by the Trustee) but not more than 65 days before the Redemption Date, the Issuer shall notify the Trustee in writing of the Redemption Date, the principal amount of Notes to be redeemed and the redemption price, and deliver to the Trustee an Officers’ Certificate stating that such redemption will comply with the conditions contained in paragraph 6 of the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be revoked after the time that notice is given to Holders pursuant to Section 3.03.

  • CAFA Notice Pursuant to 28 U.S.C. § 1715, not later than ten (10) days after the Agreement is filed with the Court, the Settlement Administrator shall cause to be served upon the Attorneys General of each U.S. State in which Settlement Class members reside, the Attorney General of the United States, and other required government officials, notice of the proposed settlement as required by law, subject to Paragraph 5.1 below.

  • Notification to Holders Upon termination of the Master Servicer or appointment of a successor to the Master Servicer, in each case as provided herein, the Trustee shall promptly mail notice thereof by first class mail to the Securities Administrator and the Certificateholders at their respective addresses appearing on the Certificate Register. The Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Trustee, give written notice thereof to the Securities Administrator and the Certificateholders, unless such Event of Default shall have been cured or waived prior to the issuance of such notice and within such 45-day period.

  • Optional Redemption at Election of Company Subject to the provisions of this Section 6, the Company may deliver a notice to the Holder (an “Optional Redemption Notice” and the date such notice is deemed delivered hereunder, the “Optional Redemption Notice Date”) of its irrevocable election to redeem some or all of the then outstanding principal amount of this Debenture for cash in an amount equal to the Optional Redemption Amount on the 10th Business Day following the Optional Redemption Notice Date (such date, the “Optional Redemption Date” and such redemption, the “Optional Redemption”). The Optional Redemption Amount is payable in full on the Optional Redemption Date. The Company may not deliver an Optional Redemption Notice if there is an existing Event of Default or an existing event which, with the passage of time or giving of notice, would constitute an Event of Default. If any portion of the payment pursuant to an Optional Redemption shall not be paid by the Company on the applicable due date, interest shall accrue thereon at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law until such amount is paid in full. Notwithstanding anything herein contained to the contrary, if any portion of the Optional Redemption Amount remains unpaid after such date, the Holder may elect, by written notice to the Company given at any time thereafter, to invalidate such Optional Redemption, ab initio, and, with respect to the Company’s failure to honor the Optional Redemption, the Company shall have no further right to exercise such Optional Redemption. The Company covenants and agrees that it will honor all Notices of Conversion tendered from the time of delivery of the Optional Redemption Notice through the date all amounts owing thereon are due and paid in full.

  • Resume Self-Certification Form When submitting a response to an RFQ the Contractor shall submit with its response a completed and signed Resume Self-Certification Form (Contract Exhibit F) to the Customer for each proposed Staff member identified in the RFQ response.

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