Exit Mechanism Sample Clauses

Exit Mechanism. In the event a Founder desires to transfer, sell , or otherwise dispose of their equity interest in the Company, they shall first provide written notice to the other Founder(s) and offer them the right of first refusal to purchase such equity interest on the same terms and conditions as offered to a third party. If the other Founder(s) decline or do not respond within [number of days, e.g., 30 days], the selling Founder may proceed with the transfer to a third party, subject to the Company's governing documents and applicable law. ENFORCEABILITY RISKS The Founders acknowledge that the enforceability of certain provisions in this Agreement, including but not limited to non-compete restrictions, may be subject to the laws of the jurisdiction in which the Company is located. The Founders agree to comply with such laws and to seek appropriate legal advice as necessary to ensure the enforceability of this Agreement.
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Exit Mechanism. Any Party to this Agreement may withdraw from the Agreement to be effective no sooner than the end of any calendar year provided the withdrawing Party gives to all other Parties no less than three (3) months’ prior written notice of its intent to withdraw.
Exit Mechanism. 4.1After the Closing, if any Investor exits through the Company’s Subsequent Financing, mergers and acquisitions, Qualified IPO or other transactions conducted by the resolutions of shareholders or the Board of Directors (the “Company-led Exit Transaction”), the Repurchase Obligors shall ensure that the Investor sells his shares in the Company at a consideration of not less than the Qualified Exit Price. For the purposes of this Section 4, Subsequent Financing means any issuance of New Securities (as defined below) after the Closing.
Exit Mechanism. 5.1 The shareholders may legally transfer all or any part of their shares to each other or a third party.
Exit Mechanism. Titan III will have the right at any time to put its interest in a Stabilized OPJV to the OP for OP Units (valued at their public market price) or cash, at the OP’s election. These OP Units will be entitled to the registration rights to be afforded to holders of OP Units generally. Further at any time that such right is exercised by Titan III as to a positive return OPJV, the OP shall have the right to also call Titan III’s interest in one or more negative return OPJV’s which are fully operational for more than one calendar year and the price for such interests shall be calculated on a blended basis taking into account shortfalls from negative return OPJV’s. After a property’s fifth full calendar year of operations, the OP will have the right to force an exchange of Titan III’s interest in the property’s OPJV for OP Units (valued at their public market price) or cash, at the OP’s election. These OP Units will be entitled to the registration rights to be afforded to holders of OP Units then outstanding. The Master Agreement will specify to extent possible the limitations on converting Units to cash, i.e., length of holding period and issuing price.
Exit Mechanism. GoS/XXXXX agrees to consider any proposal of any other Shareholder made after completion of 2 (“Two”) Years from the Commercial Operation Date of the Project or earlier on mutual beneficial terms to divest some part of GoS/SPICL’s equity share capital in the Company either in favour of such person or public/IPO, to whom the said Shareholder is selling its equity shares in the Company.
Exit Mechanism. Membership of the PSB is Senior / Executive Members of partner organisations. If a PSB Member is no longer able to fulfil their role on the PSB it is their responsibility to find a suitable replacement from their organisation to take their position on the group. The full membership of the PSB is as per the guidance form the Well-being of Future Generations (Wales) Xxx 0000.
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Exit Mechanism 

Related to Exit Mechanism

  • Adjustment Mechanism If an adjustment of the Exercise Price is required pursuant to this Section 6 (other than pursuant to Section 6.4), the Holder shall be entitled to purchase such number of shares of Common Stock as will cause (i) (x) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Warrant following such adjustment, multiplied by (y) the adjusted Exercise Price per share, to equal the result of (ii) (x) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment, multiplied by (y) the total Exercise Price before adjustment.

  • Purchase Mechanism If the Focus Investor exercises its rights provided in this Section 4.5, the closing of the purchase of the New Securities with respect to which such right has been exercised shall take place within 30 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable laws and regulations (including receipt of any applicable regulatory or corporate approvals). The Company and the Focus Investor agree to use commercially reasonable efforts to secure any regulatory or corporate approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities.

  • Collection Allocation Mechanism On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

  • Exclusive Dispute Resolution Mechanism The Parties agree that the procedures set forth in this Article 12 shall be the exclusive mechanism for resolving any dispute, controversy, or claim (collectively, “Disputes”) between the Parties that may arise from time to time pursuant to this Agreement relating to any Party’s rights and/or obligations hereunder that cannot be resolved through good faith negotiation between the Parties.

  • Alternative Credit Support Election (a) The Sellers may elect to effect a change in the calculation of the Class Percentage with respect to Finance Charge Collections during the Early Accumulation Period or the Amortization Period, as set forth in the definition of "Class Percentage," and increase the Available Class B Credit Enhancement Amount, by making an Alternative Credit Support Election. An Alternative Credit Support Election may be made as follows:

  • Payment Mechanics All payments of principal and interest hereunder are to be made in lawful money of the United States of America in the manner specified in Article III of the Purchase and Sale Agreement.

  • Alternative The provisions of Paragraph 5 will apply.

  • Settlement Method For any Option, Net Share Settlement; provided that if the Relevant Settlement Method set forth below for such Option is not Net Share Settlement, then the Settlement Method for such Option shall be such Relevant Settlement Method, but only if Counterparty shall have notified Dealer of the Relevant Settlement Method in the Notice of Final Settlement Method for such Option.

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