Mandatory Sale of Shares Sample Clauses

Mandatory Sale of Shares. (a) In the event that any of the following shall have occurred (a "Mandatory Sale Triggering Event"):
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Mandatory Sale of Shares. Notwithstanding anything to the contrary set forth herein and as more fully described in Section 5 of the Stockholders' Agreement, if a bona fide offer to purchase eighty-five percent (85%) of the Shares of the Company is received by the Company from an independent third party at a price per Share which is supported by appraisals, and if the holders of eighty-five percent (85%) of the Shares then outstanding have agreed to tender their Shares pursuant to such offer, Employee agrees to sell all Shares that Employee holds on the terms and conditions set forth in such offer.
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Mandatory Sale of Shares. (c) In the event that the Company shall make a Mandatory Sale Election, the Company shall purchase, and Employee (or the estate of Employee) shall sell, the Mandatory Sale Shares within 30 days following the date on which the Mandatory Sale Election is received by Employee (or the estate of Employee) (a "Mandatory Sale of Shares"). Employee (or the estate of Employee) shall, against the payment of the Mandatory Sale Purchase Price, deliver the Mandatory Sale Shares to the Company or its assigns free and clear of any Liens accompanied by stock transfer instruments and endorsements satisfactory to the Company. The Chairman of the Board of Directors of the Company is hereby appointed as the attorney-in-fact of Employee (and the estate of Employee) with full power and authority to execute and deliver in the name of Employee (or the estate of Employee) all such documents, certificates, agreements, indemnifications, guarantees, endorsements and instruments, and to take all other actions which the Chairman of the Board of Directors of the Company deems necessary or desirable, in connection with and in furtherance of any Mandatory Sale of Shares.
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Mandatory Sale of Shares. (c) In the event that the Company shall make a Mandatory Sale Election, the Company shall purchase, and Executive (or the estate of Executive) shall sell, the Mandatory Sale Shares within 30 days following the date on which the Mandatory Sale Election is received by Executive (or the estate of Executive) (a "Mandatory Sale of Shares"). Executive (or the estate of Executive) shall, against the payment of the Mandatory Sale Purchase Price, deliver the Mandatory Sale Shares to the Company or its assigns free and clear of any Liens accompanied by stock transfer instruments and endorsements satisfactory to the Company. The Chairman of the Board of Directors of the Company is hereby appointed as the attorney-in-fact of Executive (and the estate of Executive) with full power and authority to execute and deliver in the name of Executive (or the estate of Executive) all such documents, certificates, agreements, indemnifications, guarantees, endorsements and instruments, and to take all other actions which the Chairman of the Board of Directors of the Company deems necessary or desirable, in connection with and in furtherance of any Mandatory Sale of Shares.
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Mandatory Sale of Shares. The occurrence of any of the ------------------------ events described below shall be deemed to constitute an offer by the Party affected by the event to sell to the other Party the affected Party's interest in the Joint Venture, AenP, NTGL and MEXCO for a price equal to the Book Value of such interest (such Book Value to be determined by the independent accountants of the applicable company being sold in accordance with generally accepted accounting principals):
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Mandatory Sale of Shares. (a) ST. XXXX, upon the delivery of written notice to CDC, shall have the right, at any time after the occurrence of (i) a Change of Control of CDC, (ii) an event described in Section 14.1(c), or (iii) a material breach by CDC described in Section 14.1(d), to require CDC to sell all of CDC's Shares to ST. XXXX at a price equal to the fair market value of such Shares, as valued at the time of such sale in good faith by written agreement of the Parties. CDC, upon the delivery of written notice to ST. XXXX, shall have the right, at any time after the occurrence of a material breach by ST. XXXX described in Section 14.1(d), to require ST. XXXX to sell all of ST. JOHN's Shares to CDC at a price equal to the fair market value of such Shares as valued at the time of such sale in good faith by written agreement. For purposes of this Section 14.2, the Party exercising its right to cause the sale of such Shares shall be referred to as the "Purchasing Party", the selling shareholder shall be referred to as the "Selling Party", the Shares being sold are referred to as the "Sale Shares", and the price of such Sale Shares in referred to as the "Sale Price." Should the Parties fail to mutually agree upon the Sale Price within thirty (30) days of the receipt of such written notice by the Selling Party, then the Sale Price shall be the average of the two lowest figures to be calculated by three independent third-party appraisers, one appraiser to be selected by ST. XXXX, one appraiser to be selected by CDC and the third appraiser to be selected by mutual agreement of the first two appraisers. All appraisers shall be selected from internationally known and reputable investment banks or accounting firms. The Parties shall take all action as may be necessary and shall use their best efforts to complete such appraisal within sixty (60) days after the receipt of such aforesaid initial written notice by the Selling Party. For purposes of this Section 14.2, if the Associated Agreements have not been terminated at the time of valuation, fair market value shall include all rights, obligations and commitments under the Associated Agreements for the remainder of the current terms thereof, assuming no renewals. The Selling Party shall consummate the sale to the Purchasing Party of the Sale Shares at the Sale Price within thirty (30) days from the date of final determination of the Sale Price, and this Agreement shall terminate, pursuant to Section 14.2(b), upon the consummation of such...
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Mandatory Sale of Shares. 6.1. Upon any Management Stockholder’s or Additional Holder’s termination of employment from SDC Technologies, Inc., either voluntarily or for cause (as defined below), Compass shall have the right to purchase all of the shares of Series A Common Stock of such holder at a purchase price equal to the product of the Original Issue Price of the stock held by such holder multiplied by the number of such shares (plus, if any such Holder shall have financed the acquisition of such shares by issuing a promissory note to Compass, any accrued and unpaid interest thereon). Notwithstanding the preceding sentence, Compass shall not have the right to purchase (a) shares of Series A Common Stock or 13% Series B Cumulative Redeemable Preferred Stock such holder received upon the conversion of any Series A Convertible Preferred Stock held by such holder, (b) shares of Series A Common Stock which are no longer subject to Compass’ purchase right hereunder, (c) shares of Series A Common Stock which are held by an Additional Holder that is not an employee of SDC Technologies, Inc., and (d) shares of Series A Convertible Preferred Stock owned by a holder. For purposes of this Agreement, Compass’ right to purchase the shares of a Management Stockholder or Additional Holder under this Section 6 shall lapse at a rate of ten percent (10%) for each full year of employment with SDC Technologies, Inc., starting on the date of this Agreement. For example, after two years of employment with SDC Technologies, Inc. from the date of this Agreement, only eighty percent (80%) of such Management Stockholder’s or Additional Holder’s shares of Series A Common Stock will be subject to the purchase rights of Compass under this Section 6.
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Mandatory Sale of Shares. 6.1. Upon any Management Stockholder’s or Additional Holder’s termination of employment from SDC Technologies, Inc., either voluntarily or for cause (as defined below), CODI shall have the right to purchase 50% of all of the shares of Series A Common Stock of such holder at a purchase price equal to the product of the Original Issue Price of the stock held by such holder multiplied by the number of such shares (plus, if any such Holder shall have financed the acquisition of such shares by issuing a promissory note to CODI, any accrued and unpaid interest thereon). Notwithstanding the preceding sentence, CODI shall not have the right to purchase: (a) shares of Series A Common Stock or 13% Series B Cumulative Redeemable Preferred Stock such holder received upon the conversion of any Series A Convertible Preferred Stock held by such holder; (b) shares of Series A Common Stock which are held by an Additional Holder that is not an employee of SDC Technologies, Inc.; (c) shares of Series A Convertible Preferred Stock owned by a holder; or (d) any shares of Series A Common Stock on or after September 2, 2007.
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Related to Mandatory Sale of Shares

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Resale of Shares Holder and the Company acknowledge that as of the date hereof the Staff of the Division of Corporation Finance of the SEC has published Compliance & Disclosure Interpretation 528.04 in the Securities Act Rules section thereof, stating that the holder of securities issued in connection with a public offering may not rely upon Rule 144 promulgated under the Act to establish an exemption from registration requirements under Section 4(a)(1) under the Act, but may nonetheless apply Rule 144 constructively for the resale of such shares in the following manner: (a) provided that six months has elapsed since the last sale under the registration statement, an underwriter or finder may resell the securities in accordance with the provisions of Rule 144(c), (e), and (f), except for the notice requirement; (b) a purchaser of the shares from an underwriter receives restricted securities unless the sale is made with an appropriate, current prospectus, or unless the sale is made pursuant to the conditions contained in (a) above; (c) a purchaser of the shares from an underwriter who receives restricted securities may include the underwriter’s holding period, provided that the underwriter or finder is not an affiliate of the issuer; and (d) if an underwriter transfers the shares to its employees, the employees may tack the firm’s holding period for purposes of Rule 144(d), but they must aggregate sales of the distributed shares with those of other employees, as well as those of the underwriter or finder, for a six-month period from the date of the transfer to the employees. Holder and the Company also acknowledge that the Staff of the Division of Corporation Finance of the SEC has advised in various no-action letters that the holding period associated with securities issued without registration to a service provider commences upon the completion of the services, which the Company agrees and acknowledges shall be the final closing of the Offering, and that Rule 144(d)(3)(ii) provides that securities acquired from the issuer solely in exchange for other securities of the same issuer shall be deemed to have been acquired at the same time as the securities surrendered for conversion (which the Company agrees is the date of the initial issuance of this Purchase Warrant). In the event that following a reasonably-timed written request by Xxxxxx to transfer the Shares in accordance with Compliance & Disclosure Interpretation 528.04 counsel for the Company in good faith concludes that Compliance & Disclosure Interpretation 528.04 no longer may be relied upon as a result of changes in applicable laws, regulations, or interpretations of the SEC Division of Corporation Finance, or as a result of judicial interpretations not known by the Company or its counsel on the date hereof, then the Company shall promptly, and in any event within five (5) business days following the request, provide written notice to Holder of such determination. As a condition to giving such notice, the parties shall negotiate in good faith a single demand registration right pursuant to an agreement in customary form reasonably acceptable to the parties; provided that notwithstanding anything to the contrary, the obligations of the Company pursuant to this Section 2 shall terminate on the fifth anniversary of the Effective Date. In the absence of such conclusion by counsel for the Company, the Company shall, upon such a request of Holder given no earlier than six months after the final closing of the Offering, instruct its transfer agent to permit the transfer of such shares in accordance with Compliance & Disclosure Interpretation 528.04, provided that Holder has provided such documentation as shall be reasonably be requested by the Company to establish compliance with the conditions of Compliance & Disclosure Interpretation 528.04. Notwithstanding anything to the contrary, pursuant to FINRA Rule 5110(g)(8)(B)-(D), the Holder shall not be entitled to more than one demand registration right hereunder and the duration of the registration rights hereunder shall not exceed five years from the Effective Date.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s ordinary shares, par value NIS 0.0000769 per share (the “Ordinary Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) (the lesser of (a) or (b) the “Maximum Amount”) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued Ordinary Shares. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-239843), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared or will prepare a prospectus or prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Sale of Shares by the Trust The Trust reserves the right to issue any Shares at any time directly to the holders of Shares ("Shareholders"), to sell Shares to its Shareholders or to other persons at not less than net asset value and to issue Shares in exchange for substantially all the assets of any corporation or trust or for the shares of any corporation or trust.

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Sale of Shares by the Fund Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders.

  • Issuance and Sale of Common Shares Section 2.01 (a)

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