Forced sales Sample Clauses

Forced sales. 13.1 Reference hereinafter to "the offering shareholder" shall mean –
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Forced sales. 17.1 If:
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Forced sales. If the Board of Directors of the Corporation and Shareholders holding a majority of the Common Stock approve the sale of all of the outstanding shares of Common Stock to an unaffiliated third party for cash or other consideration, the Corporation shall give each Shareholder notice of the proposed sale containing all of the material terms and conditions of such sale. Each Shareholder shall sell all of such Shareholder's shares of Common Stock pursuant to such sale at the same price and on the same terms and conditions described in the notice. The Board of Directors of the Corporation shall not approve any offer to purchase the Common Stock unless such offer entitles all of the Shareholders to receive the same form and amount of consideration per share for all shares of Common Stock.
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Forced sales. If the Trustee is required pursuant to written instructions from the Technical Committee to sell any Shares in Trust pursuant to paragraph (f) of Article Nine of the By-laws, the Trustee shall execute an agreement pursuant to which such Shares in Trust are to be sold solely for the purpose of making the representations and warranties and subjecting the proceeds of any such sale to holdback and similar provisions to the extent required by paragraph (f) of Article Nine, and the Trustee shall cause such Shares in Trust to be delivered to the purchaser or purchasers subject to and in accordance with the terms and conditions set forth in such sale agreement and the written instructions of the Technical Committee. Those persons who are CPO Holders on the close of business on the date on which any such sale is consummated and, in the case of a forced sale of less than all of the Shares in Trust, those persons whose CPOs have been selected for redemption, shall be entitled to receive proceeds from the sale of the Shares in Trust; provided that the Trustee shall withhold the delivery of the proceeds from the sale of such Shares in Trust to the CPO Holders until such time as the Trustee receives from such CPO Holders representations and warranties and/or indemnification agreements satisfactory to the Trustee and reasonably designed to pass through to the CPO Holders the liabilities that the Trustee may have under such sale agreement. The Technical Committee shall, after notifying the Common Representative, establish the procedures to be followed in determining which CPOs shall be redeemed (in the event that less than all of the Shares in Trust are to be sold) and in making the proceeds from any such sale available to the CPO Holders, which procedures shall be calculated to permit, to the greatest extent possible, the CPO Holders to receive such proceeds as if such CPO Holders were holders of the Series N-2 Shares, including the possibility of granting different guarantees in form and substance satisfactory to the purchaser as described in paragraph (f) of Article Nine of the By-laws.
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Forced sales. At one end of the spectrum lies the typical ‘gun-to-the-head’ situation: a Jewish owner being forced to sell his or her artefacts to Nazi authorities under threat of reprisals. A loss occurring in the owner’s absence (i.e. without the will or initiative on the part of the owner), because he or she had been forced into hiding or managed to escape the Nazis would similarly add up to a forced sale. A sale by an owner at an undervalue in order to keep himself alive while in hiding generally also qualifies, as dealt with in the first report of the UK Spoliation Panel and many similar cases by the Dutch Restitutions Commit- 41 E.g. the various Gentili di Xxxxxxxx xxxxx, in France (Gentili di Xxxxxxxx et al v Musée du Louvre (1999) Court of Appeal of Paris, 1st Division, Section A, No RG 1998/19209) and the US. See for the forfeiture action in the US of a work from the same collection on loan from Italy: X. Xxxxxx, X. Xxxxxxxx Xxxxxxxx and M.A. Renold, ‘Case Xxxxxx Carrying the Cross Dragged by a Rascal – Gentili Di Xxxxxxxx Xxxxx v Italy’ (2015) Platform ArThémis, Art-Law Centre, University of Geneva. 42 See, e.g. Dutch Recommendation Regarding a Sculpture from Xxxxx Xxxxxxx’x Collection Confiscated by the ERR in Paris (2011) RC 1.114-B; the 1996 US Xxxxxxx case (Xxxxxxx v Xxxxxx (1996) United States District Court for the Northern District of Illinois, No. 96C-6459) concerned a Degas painting that was part of the same group of artefacts confiscated by the ERR in Paris. Litigation ended by a settlement. Another example is the Xxxxxxx case, litigated in the US and settled by arbitration (Republic of Austria et xx x Xxxxxxx (2004) Supreme Court of the United States, 541 US 677). tee.43 However, the circumstances are not always as clear-cut as this. Difficult categories include early sales, sales by art dealers and so-called ‘Fluchtgut’ sales; these will be discussed below. Under post-war restitution laws, decisive elements in determining whether a sale should be classified as forced included:44 · a fair purchase price (or conversely: disparity between value and selling price); · the time of the loss of possession (before or after the racial laws of 1935 in Germany, with different periods applying to each occupied state); · own initiative on the part of the owner; and · the identity of the acquiring party (was it a Nazi-official?). These elements resurface in present-day recommendations by the respective European restitution committees and in US case law.45 In view...
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Forced sales. This clause 5 will only apply if the answer to Question 9 of the Table of Essentials is "Yes", otherwise it must be regarded as non-existent (or, pro non scripto in legalese). For purposes of this clause, Forced Sale Events will be defined as any one of the following:
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Related to Forced sales

  • Prohibition of Short Sales and Hedging Transactions The Investor agrees that beginning on the date of this Agreement and ending on the date of termination of this Agreement as provided in Section 11, the Investor and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any (i) “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or (ii) hedging transaction, which establishes a net short position with respect to the Common Stock.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Aggregated Transactions On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Fund as well as other clients of the Adviser, the Adviser may, to the extent permitted by applicable law and regulations, aggregate the order for securities to be sold or purchased. In such event, the Adviser will allocate securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, in the manner the Adviser reasonably considers to be equitable and consistent with its fiduciary obligations to the Fund and to such other clients under the circumstances.

  • Completed Sale A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.

  • Closings On each Advance Date, which shall be seven (7) Trading Days after an Advance Notice Date, (i) the Company shall deliver to the Investor's Counsel, as defined pursuant to the Escrow Agreement, shares of the Company's Common Stock, representing the amount of the Advance by the Investor pursuant to Section 2.1 herein, registered in the name of the Investor which shall be delivered to the Investor, or otherwise in accordance with the Escrow Agreement and (ii) the Investor shall deliver to First Union National Bank (the "ESCROW AGENT") the amount of the Advance specified in the Advance Notice by wire transfer of immediately available funds which shall be delivered to the Company, or otherwise in accordance with the Escrow Agreement. In addition, on or prior to the Advance Date, each of the Company and the Investor shall deliver to the other through the Investor's Counsel all documents, instruments and writings required to be delivered or reasonably requested by either of them pursuant to this Agreement in order to implement and effect the transactions contemplated herein. Payment of funds to the Company and delivery of the Company's Common Stock to the Investor shall occur in accordance with the conditions set forth above and those contained in the Escrow Agreement; PROVIDED, HOWEVER, that to the extent the Company has not paid the fees, expenses, and disbursements of the Investor or its Investor's counsel in accordance with Section 12.4, the amount of such fees, expenses, and disbursements may be deducted by the Investor (and shall be paid to the relevant party) from the amount of the Advance with no reduction in the amount of shares of the Company's Common Stock to be delivered on such Advance Date.

  • Subsequent Financings In the event that prior to the one year anniversary of the Closing Date, the Company proposes to issue Common Stock or common stock equivalents for cash consideration of $500,000 or greater, in one more transactions, with the primary purpose of raising capital (each, a “Subsequent Financing”), the Subscriber shall have the right to participate in each such Subsequent Financing in an amount necessary to maintain the Subscriber’s pro-rata ownership of the Company (calculated on a fully-diluted basis) on the same terms, conditions and price provided for in such Subsequent Financing (the “Participation Rights”). The Company will provide the Subscriber written notice (the “Subsequent Financing Notice”) detailing the terms of the Subsequent Financing at least ten (10) trading days prior to the closing of a Subsequent Financing. The Subscriber will have the option to participate in each Subsequent Financing for a period commencing on the date the Subsequent Financing Notice is received by the Subscriber and ending on the date that is five (5) trading days prior to the closing of a Subsequent Financing. A Subsequent Financing shall not include Excluded Issuances (as defined below). In the event any Subscriber in the Common Stock Offering shall elect not to exercise his Participation Rights in any Subsequent Financing (a “Nonparticipating Subscriber”), the Subscribers in the Common Stock Offering who have elected to exercise their Participation Rights in full in such Subsequent Financing (each a “Participating Subscriber”) shall have the right to participate in such Subsequent Financing, on a pro rata basis, to the extent of such Nonparticipating Subscriber’s Participation Rights (the “Over Subscription Rights”). The Company will provide each Participating Subscriber written notice of such Over Subscription Rights (the “Over Subscription Notice”) at least four (4) trading days prior to the closing of a Subsequent Financing. The Participating Subscribers will have the option to exercise such Over Subscription Rights for a period commencing on the date the Over Subscription Notice is received by the Subscriber and ending on the date that is two (2) trading days prior to the closing of a Subsequent Financing. Notwithstanding the foregoing, in the event the Company determines in its reasonable discretion that the exercise by a Subscriber of his Participation Rights or Over Subscription Rights under this Section 8 would cause the Company to risk losing the benefit of any tax-loss carryforwards, then such Subscriber will automatically be deemed to have waived his Participation Rights and/or Over Subscription Rights, as applicable. “Excluded Issuances” shall mean (i) equity securities (including options and other convertible securities) issued by reason of a dividend, stock split, split-up or other distribution on shares of Common Stock; (ii) equity securities (including options and other convertible securities) issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Company’s Board of Directors; (iii) shares of Common Stock issued upon the exercise of options or shares of Common Stock issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security; (iv) equity securities (including options and other convertible securities) issued to banks, equipment lessors or other financial institution pursuant to a debt financing or equipment leasing transaction, approved by the Company’s Board of Directors; (v) equity securities (including options and other convertible securities) issued in connection with any sponsored research, collaboration, technology license, development, OEM, marketing or other similar agreements, joint ventures, corporate partnerships or strategic alliances, approved by the Company’s Board of Directors; or (vi) equity securities (including options and other convertible securities) issued in connection with a merger, acquisition, or consolidation involving the Company.

  • Restricted Transactions From the date hereof until the earlier of i) 120 days after the date of this Agreement or ii) the date that the Holder holds less than 10% of the Securities being sold to the Buyer in this offering remain outstanding, including Conversion Shares, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer, directly or indirectly, solicit, accept, enter into, announce, or otherwise cooperate in any way, assist or participate in or facilitate or encourage, any exchange (i) of any security of the Company or any of its subsidiaries for any other security of the Company or any of its subsidiaries, except to the extent (x) consummated pursuant to an exchange registered under a registration statement of the Company filed pursuant to the 1933 Act and declared effective by the SEC or (y) such exchange is exempt from registration pursuant to an exemption provided under the 1933 Act (other than Section 3(a)(10) of the 0000 Xxx) or (ii) of any indebtedness or other securities of the Company or any of its subsidiaries relying on the exemption provided by Section 3(a)(10) of the 1933 Act. Notwithstanding the foregoing or anything contained herein to the contrary, neither the Company nor any of its affiliates or subsidiaries, nor any of its or their respective officers, employees, directors, agents or other representatives, will, without the prior written consent of the Buyer (which consent may be withheld, delayed or conditioned in the Buyer’s sole discretion), directly or indirectly, cooperate in any way, assist or participate in, facilitate or encourage any effort or attempt by any third party to effect any acquisition of securities of the Company by such third party from an existing holder of such securities in connection with a proposed exchange of such securities of the Company (whether pursuant to Section 3(a)(9) or 3(a)(10) of the 1933 Act or otherwise).

  • The Closings 3 4.1. Initial Closing Date................................................................................3 4.2. Initial Closing Date; Property Closing Dates; Acquisition Advances; Construction Advances...........3

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