Indirect Transaction Sample Clauses

Indirect Transaction. In the event of a transaction involving a change of ownership interest or voting power of a Holder which avoids or has the effect of avoiding the restrictions on Dispositions provided in this Section 2, such transaction shall be deemed a Disposition by such Holder and an irrevocable “Offer,” and such Holder (“Offeror”) shall promptly notify the Company of such event and Offer, by written notice to the Company, to sell all Securities Subject to the Offer to the Eligible Offerees for an amount per share equal to the Purchase Price. Offers under this Section 2.5 shall (a) be in writing, (b) be irrevocable for so long as any Eligible Offeree has the right to purchase any Securities Subject to the Offer, (c) be sent by the Offeror to the Company and (d) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) Business Days from receipt thereof (or, if no such written notice is delivered to the Company by the Holder, within five (5) Business Days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Eligible Offerees stating that all Common Stock registered in the name of such Holder are Securities Subject to the Offer Pursuant to this Section 2.5. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.
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Indirect Transaction. If a transaction involving a change of ownership interest or voting power of a Holder is entered into for the purpose or with the effect of avoiding the restrictions on the transferability of the Stock provided herein (an "Indirect Transaction"), such transaction shall be deemed a Disposition by such Holder. In such event, the Company, after its receipt of evidence satisfactory to it that an Indirect Disposition has occurred, shall give written notice of such Indirect Disposition to the Holder and the Eligible Offerees, and such notice (the "Indirect Transaction Notice") will be deemed an irrevocable offer of all Stock owned by the Holder who has effected the Indirect Transaction to the Eligible Offerees to be accepted in accordance with Section 4. In the Indirect Transaction Notice, the Company, on behalf of the Holder ("Offeror"), shall offer ("Offer") to sell all Shares Subject to the Offer to the Eligible Offerees for the Purchase Price; PROVIDED, however, that if the Private Placement shall be effected in whole or in part through the sale of additional shares of Class B Common Stock to any Holder, such transaction shall not be considered an Indirect Transaction. Offers under this Section 3.6 shall (i) be sent by the Company to the Eligible Offerees within five days after receipt of evidence satisfactory to it that an Indirect Disposition has occurred, (ii) contain a description of the transaction in reasonable detail, and (iii) be irrevocable for so long as any Eligible Offeree has the right to purchase any Shares Subject to the Offer.
Sample 1
Indirect Transaction. In the event of a transaction involving a change of ownership interest or voting power of a Non-Apollo Holder which avoids the restrictions on Dispositions provided in this Section 4, such transaction shall be deemed a Disposition by such Non-Apollo Holder and an irrevocable “Offer”, and such Non-Apollo Holder (“Offeror”) shall promptly notify the Company or Hexion LLC, as applicable, of such event and offer (the “Offer”), by written notice to the Company or Hexion LLC, as applicable, to sell all Securities Subject to the Offer to the Eligible Offerees for the Purchase Price. Offers under this Section shall be (i) in writing; (ii) be irrevocable for so long as any Eligible Offeree has the right to purchase any Securities Subject to the Offer; (iii) be sent by the Offeror to the Company or Hexion LLC, as applicable; and (iv) contain a description of the proposed transaction and change of ownership interest or voting power. The Company or Hexion LLC, as applicable, shall, within five business days from the receipt thereof (or, if no such written notice is delivered) within five business days from the receipt of evidence, satisfactory to the Company or Hexion LLC, as applicable, by the Company or Hexion LLC, as applicable, of such Disposition by the Offeror), deliver written notice of the Offer to the Eligible Offerees stating that all Common Stock or Units, as applicable, registered in the name of such Non-Apollo Holder are Securities Subject to the Offer pursuant to this Section. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company or Hexion LLC, as applicable.
Sample 1

Related to Indirect Transaction

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Certain Significant Transactions During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Assignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Assignor, in each case except as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Assignor, or was liquidated into or transferred all or substantially all of its assets to such Assignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.

  • Permitted Acquisition any Acquisition by any Borrower in a transaction that satisfies each of the following requirements: (a) such Acquisition is not a hostile acquisition or contested by the Person to be acquired; (b) the assets being acquired (other than a de minimis amount of assets in relation to Borrower’s and its Subsidiaries’ total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of Borrower and its Subsidiaries or a business reasonably related thereto; (c) both before and after giving effect to such Acquisition, each of the representations and warranties in the Loan Documents is true and correct; (d) no Default or Event of Default shall have occurred and be continuing or would result from the consummation of such Acquisition; (e) as soon as available, but not less than 30 days prior to such Acquisition, the Borrowers have provided Agent (i) notice of such Acquisition and (ii) a copy of all available business and financial information reasonably requested by Agent including pro forma financial statements, statements of cash flow, and Availability projections; (f) not later than 15 Business Days prior to the anticipated closing date of such Acquisition, Borrowers shall have provided the Agent with copies of the acquisition agreement and other material documents relative to such Acquisition, which agreement and documents must be reasonably acceptable to Agent; (g) the aggregate purchase consideration payable (including deferred payment obligations, but excluding issuances of Equity Interests of Clearwater) in respect of all Acquisitions made during the term of this Agreement shall not exceed $50,000,000; (h) if such Acquisition is an acquisition of the Equity Interests of a Person, the Acquisition is structured so that the acquired Person shall become a wholly-owned Subsidiary of a Borrower and, in accordance with Section 10.1.9, an Obligor pursuant to the terms of this Agreement; (i) if such Acquisition is an acquisition of assets, the Acquisition is structured so that an Obligor (or a newly organized Subsidiary that becomes an Obligor) shall acquire such assets; (j) the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within the United States, or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States; (k) no Debt will be incurred, assumed, or would exist with respect to Borrower or its Subsidiaries as a result of such Acquisition, other than Debt permitted under Section 10.2.1 and no Liens will be incurred, assumed, or would exist with respect to the assets of Borrower or its Subsidiaries as a result or such Acquisition other than Permitted Liens; and (l) both before and after giving effect to any such Acquisition, Modified Availability is greater than $50,000,000. In no event will assets acquired pursuant to a Permitted Acquisition constitute Eligible Accounts, Eligible Inventory or Eligible Semi-Finished Inventory prior to completion of a field examination and other due diligence acceptable to Agent in its discretion.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • 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.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • 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.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

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