Initiation of Sale Process Sample Clauses

Initiation of Sale Process. Upon written notice to the Company from the Electing Holders, the Company shall initiate a process (the “Sale Process”), in accordance with this Section _, intended to result in a Sale of the Company. Such written notice shall include a designation of one (1) individual (the “Holder Representative”) to act on behalf of the Electing Holders and to exercise the authority granted to the Holder Representative pursuant to Section ___ below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section ___below.
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
Initiation of Sale Process. Upon written notice delivered to the Company by the Majority Investors at any time beginning on the fourth anniversary of the Closing, the Company shall initiate a process (the “Sale Process”), in accordance with this Article VI (but subject to Section 6.02(d)), intended to result in the entry, within 105 days after the date of such notice, into definitive agreements relating to a Sale of the Company. Each of the Investors and the Company agrees to use its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and the Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above, the Company shall, and shall cause its Representatives to, take the actions set forth in Section 6.02 below.
Sample 1Sample 2
Initiation of Sale Process. If the Issuer Stockholder Approval is not obtained during the period set forth in Section 9.9(a), then the Company shall initiate a process (the “Sale Process”), in accordance with this Section 9.9, intended to result in a Sale of the Company. Such written notice shall include a designation of one (1) individual (the “Holder Representative”) to act on behalf of the BR Member and to exercise the authority granted to the Holder Representative pursuant to Section 9.9(c) below. Each of the Members and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above, the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 9.9(c) below. (c)
Sample 1
Initiation of Sale Process. Upon written notice to the Company from the Required Series A Holders at any time after the Company fails to pay the Redemption Price (as defined in the Certificate) on any Redemption Date (as defined in the Certificate) for any reason (including without limitation as a result of compliance with applicable law or otherwise) (in each case, the “Redemption”), the Company shall initiate a process (the “Sale Process”), in accordance with this Section 6.5, intended to result in a Sale of the Company. Such written notice shall include a designation of one individual (the “Holder Representative”) to act on behalf of the Required Series A Holders and to exercise the authority granted to the Holder Representative pursuant to Section 6.5(d) below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined in Section 6.5(b)(i) below) and Deal Counsel (as defined in Section 6.5(b)(i) below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 6.5(b)(ii) below.
Sample 1
Initiation of Sale Process. At any time on or after December 2, 2024, in the event of a written notice to the Company from the Selling Investors, the Company shall initiate a process (the “Sale Process”), in accordance with this Section 4.1, intended to result in a Sale of the Company. Such written notice shall include a designation of one (1) individual (the “Investor Representative”) to act on behalf of the Selling Investors and to exercise the authority granted to the Investor Representative pursuant to Section 4.4 below. Each of the Stockholders and the Company agree to use his, her or its commercially reasonable efforts, in consultation with the Financial Advisor (as defined below) and Deal Counsel (as defined below), to facilitate a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above the Company shall, and shall cause its officers, employees, consultants, counsel and advisors to take the actions set forth in Section 4.2 below.
Sample 1
Initiation of Sale Process. (a) At any time following -------------------------- the fourth anniversary of the Effective Date, any Major Stockholder shall be entitled to require the Board of Directors of the Company to direct the Company's management to solicit offers from third parties to engage in a Sale Transaction (as defined below); provided, however, that this Section 3.6 shall -------- ------- be of no force or effect from and after the consummation of an Initial Public Offering. In such event the Company shall take all actions reasonably necessary to solicit such offers, including, but not limited to, engaging the services of an investment banker selected by a majority of the Board of Directors of the Company (without regard to Section 3.2) with the consent of all then-existing Major Stockholders, which consent shall not be unreasonably withheld or delayed, with a view toward obtaining the highest aggregate price per share of Common Stock. Upon receipt of such offers, the Company shall enter into such agreements as shall be necessary to effectuate the acquisition (whether by the sale of stock or assets or by merger or consolidation or similar transaction) of the Company (a "Sale Transaction") at the highest aggregate price per share of Common Stock and the Board of Directors shall approve such actions (including the execution and delivery of any definitive acquisition agreement); provided, -------- however, that neither the Company nor the Board of Directors shall be required ------- to take any such action unless the Board shall have received an opinion from the Company's financial advisor to the effect that the consideration to be paid in respect of the shares of Common Stock in such transaction is fair to the Company's stockholders from a financial point of view.
Sample 1
Initiation of Sale Process. (a) Upon written notice to the Company from the holders of at least fifty percent (50%) of the number of shares of Common Stock issued or issuable upon conversion of shares of Series A Preferred Stock issued pursuant to the Subscription Agreement (the “Electing Investors”) at any time on or and after the Fifth Anniversary, to the extent that the IPO has not been consummated, the Company shall initiate a process (the “Sale Process”), in accordance with this SECTION 3, intended to result in a Sale of the Company. In furtherance of the foregoing, upon receipt of the notice described above, the Company shall take, and shall cause its officers, employees, consultants, counsel and advisors to take, the actions set forth in Section 3.3 below.
Sample 1
AutoNDA by SimpleDocs

Related to Initiation of Sale Process

  • Sale Process If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

  • Application of Sale Proceeds In the event of a sale of Shares, the proceeds shall first be applied to the payment of the expenses of the sale, including brokers' commissions, counsel fees, any taxes or other charges imposed by law upon the Shares or the transfer thereof and all other charges paid or incurred by Pledgee pertaining to the sale; and, second, to satisfy outstanding Obligations, in the order in which Pledgee elects in its sole discretion; and, third, the surplus (if any) shall be paid to Pledgor.

  • Application of Foreclosure Sale Proceeds Mortgagee shall apply the proceeds of any Foreclosure Sale in the following manner:

  • Sale Procedure 24 21.2 Application of Proceeds of Sale...............................26 21.3

  • Notification of Sale Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bancorp not more than five (5) days after any sale or other disposition of such shares.

  • Facilitation of Sales Pursuant to Rule 144 To the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

  • Approval Process Tenant shall notify Landlord whether it approves of the submitted working drawings within three business days after Landlord’s submission thereof. If Tenant disapproves of such working drawings, then Tenant shall notify Landlord thereof specifying in reasonable detail the reasons for such disapproval, in which case Landlord shall, within five business days after such notice, revise such working drawings in accordance with Tenant’s objections and submit the revised working drawings to Tenant for its review and approval. Tenant shall notify Landlord in writing whether it approves of the resubmitted working drawings within one business day after its receipt thereof. This process shall be repeated until the working drawings have been finally approved by Landlord and Tenant. If Tenant fails to notify Landlord that it disapproves of the initial working drawings within three business days (or, in the case of resubmitted working drawings, within one business day) after the submission thereof, then Tenant shall be deemed to have approved the working drawings in question. Any delay caused by Tenant’s unreasonable withholding of its consent or delay in giving its written approval as to such working drawings shall constitute a Tenant Delay Day (defined below). If the working drawings are not fully approved (or deemed approved) by both Landlord and Tenant by the 15th business day after the delivery of the initial draft thereof to Tenant, then each day after such time period that such working drawings are not fully approved (or deemed approved) by both Landlord and Tenant shall constitute a Tenant Delay Day.

  • Solicitation of Sales In consideration of these rights granted to Distributors, Distributors agrees to use all reasonable efforts, consistent with its other business, to secure purchasers for shares of the Issuer. This shall not prevent Distributors from entering into like arrangements (including arrangements involving the payment of underwriting commissions) with other issuers. This does not obligate Distributors to register as a broker or dealer under the Blue Sky Laws of any jurisdiction in which it is not now registered or to maintain its registration in any jurisdiction in which it is now registered. If a sales charge is in effect, Distributors shall have the right to enter into sales agreements with dealers of its choice for the sale of shares of the Issuer to the public at the public offering price only and fix in such agreements the portion of the sales charge which may be retained by dealers, provided that the Issuer shall approve the form of the dealer agreement and the dealer discounts set forth therein and shall evidence such approval by filing said form of dealer agreement and amendments thereto as an exhibit to its currently effective Registration Statement under the 0000 Xxx. The Distributor will not direct remuneration from commissions paid by the Issuer for portfolio securities transactions to a broker or dealer for promoting or selling fund shares.

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

Time is Money Join Law Insider Premium to draft better contracts faster.