Obligation to offer Sample Clauses

Obligation to offer. Until the Initial Public Offering, if the Company should decide to issue and sell additional shares of any capital stock of the Company or any warrants, securities convertible into capital stock of the Company or other rights to subscribe for or to purchase any capital stock of the Company, other than (i) shares of Common Stock awarded or issued upon the exercise of options granted pursuant to employee and consultant benefit plans adopted by the Company, and the grant of such options themselves, provided that the aggregate number of shares thus awarded and issued and issuable pursuant to the exercise of all such options shall not be in excess of 600,534 (appropriately adjusted to reflect stock splits, stock dividends, reorganizations, consolidations and similar changes effected after the date of this Agreement), (ii) previously-issued warrants for 44,864 shares of Common Stock; and (iii) Conversion Stock issued upon conversion of Note A (all such capital stock, warrants, securities convertible into capital stock and other rights, other than securities referred to in clauses (i) and (ii) above, being hereinafter sometimes collectively referred to as "Additional Securities"), the Company shall first offer to sell to Digi, the same type of securities, at the same price, and with the same payment and other financial terms, and with the same registration rights, co-sale rights and rights of first refusal (if any) as the Company is proposing to issue and sell such Additional Securities to others, Digi's pro rata share (as defined below) of such Additional Securities. Such offer shall be made by written notice given to Digi and specifying therein the number of the Additional Securities being offered, and the purchase price and other terms of such offer. Digi shall have a period of 21 calendar days from and after the date of receipt by it of such notice within which to accept such offer. Failure by Digi to respond within such 21-day period shall be deemed to be a declination of Digi's rights. If Digi elects to accept such offer in whole or in part, Digi shall so accept by written notice received by the Company within such 21-day period. If Digi fails to accept such offer in whole or in part within such 21-day period, any of such Additional Securities not purchased by Digi pursuant to such offer may be offered for sale to others by the Company for a period of 60 days from the last day of such 21-day period, but only on the same terms and conditions as set forth in ...
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Obligation to offer. Subject to 10.1 and 11.6, if a Shareholder (“Offeror”) wishes to Dispose of any of its Shares in a Company and the Corresponding Loan Account, it shall not be entitled to do so unless –
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Obligation to offer. The Seller shall be required to offer each Debt of an Agreed Buyer generated during the tenor of the Agreement to the Bank by delivering to the Bank, not later than 3 Banking Days before the Proposed Purchase Date, two copies of a duly signed and completed Purchase Request relating to that Debt along with all associated Supporting Documents. In the event that the Bank refuses to purchase a Debt of an Agreed Buyer, the Seller shall retain such Debt for its own account and shall not sell, dispose or otherwise create any Security over any of its legal or beneficial rights to such Debts.
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Obligation to offer. Landlord agrees that it shall offer to Tenant as additional leased premises, on the same terms and conditions as provided in this Lease, that parcel of land consisting of approximately 40 acres of land located at the southeast corner of Area C of the leased premises (the "40 ACRE PARCEL"), and Landlord shall use commercially reasonable efforts to make such 40 Acre Parcel available to Tenant not later than July 15, 1997. Commencing June 1, 1997, Tenant shall have the right to enter the 40 Acre Parcel for purposes of conducting such physical inspections as Tenant deems appropriate; provided that Tenant shall (i) use all reasonable diligence to avoid damage to any crops, equipment or improvements on the 40 Acre Parcel and (ii) repair any and all damage caused by such entry. Tenant shall advise Landlord not later than July 31, 1997 whether such 40 Acre Parcel is reasonably suited for Tenant's operations, in Tenant's sole discretion. If the 40 Acre Parcel is added to the leased premises, it shall be considered part of Area C.
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Obligation to offer. During the period commencing on the date hereof and ending on the later of (i) four years from the date hereof or (ii) the date that Mxxxxxx Xxxxxxxx ceases (A) to be a member of the Board of Directors of the Company or (B) to have observation rights with respect to such Board, each time Royal Apartments or one of its Affiliates (each, an “Offering Developer”) acquires one or more parcels of real estate for the purpose of developing student housing thereon (each, a “Project”), Royal Apartments shall cause such Offering Developer to first offer the Operating Partnership the right to acquire the Project (each, an “Offer”) by delivery of written notice thereof (the “Offer Notice”); provided, however, that in no event shall an Offering Developer be required to make an Offer to the Operating Partnership unless and until the earlier of the time that the Offering Developer directly or indirectly (1) obtains building permits for the Project or (2) enters into an agreement with a general contractor for the construction of the Project, and in any event prior to the time that the Offering Developer enters into an agreement relating to a joint venture or pre-sale of the Project. The Offer Notice shall set forth (a) the address and legal description for the Project, (b) the number of units and beds contemplated to be included in the Project, along with a general description of the facilities and amenities contemplated to be included in the Project, (c) the acquisition price which the Offering Developer would require in exchange for the contribution and/or sale of the Project to the Operating Partnership (the “Offer Consideration”), (d) the date the Offering Developer estimates construction of the Project will be substantially completed and ready for occupancy and (e) any other terms and conditions the Offering Developer will require.
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Obligation to offer. In the event any Stockholder or Stockholders receive a bona fide offer or related series of offers from any person (the "Control Offeror") to purchase from such Stockholder(s) not less than 50%, by voting power, of the then outstanding Capital Stock (a "Majority Interest") or to purchase from such Stockholder(s) that number of shares of stock which, when added to the number of shares of stock at the time already owned, directly or indirectly, by the Control Offeror and its Affiliates constitutes a Majority Interest (a "Control Offer"), such Stockholder(s) shall promptly forward a copy of such Control Offer to the Corporation and the other Stockholders. The Stockholder(s) to whom the Control Offer has been made shall not sell any such Capital Stock to the Control Offeror unless (a) the Control Offer is extended to the other Stockholders and (b) if the Control Offer, as extended, relates to less than all of the Capital Stock owned by the other Stockholders, each Stockholder shall be entitled to sell to the Control Offeror pursuant to the Control Offer, and the Control Offeror shall agree to purchase from each Stockholder, a proportionate share of the aggregate number of shares of Capital Stock as to which the Control Offer relates. For the purposes of this Section 5.1, a Stockholder's proportionate share of Capital Stock shall be the product of (i) the number of shares of Capital Stock to which such Control Offer relates times (ii) the ratio that the number of shares of Capital Stock owned by such Stockholder bears to the number of shares of Capital Stock owned by all Stockholders electing to sell to the Control Offeror. Notwithstanding anything contained in this Section 5.1, no Stockholder shall - 12 - 83 sell any Capital Stock to a Control Offeror unless and until the provisions of Section 4 hereof have been complied with.
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Obligation to offer. The Seller shall be required to offer each Debt of an Agreed Buyer generated during the tenor of the Agreement to the Bank by delivering to the Bank, not later than 1 Banking Day before the Proposed Purchase Date, a completed Purchase Request relating to that Debt through the Ariba Network. The Seller acknowledges and agrees that when the Bank receives the Purchase Request through the Ariba Network, the Bank shall be entitled to treat this Purchase Request as complete and accurate information received directly from the Seller and evidence of the Seller’s intention to sell these Debts of an Agreed Buyer to the Bank. In the event that the Bank refuses to purchase a Debt of an Agreed Buyer, the Seller shall retain such Debt for its own account and shall not sell, dispose or otherwise create any Security over any of its legal or beneficial rights to such Debts.
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Related to Obligation to offer

  • Obligation to Notify If the Participant makes the election permitted under Section 83(b) of the Internal Revenue Code of 1986, as amended (that is, an election to include in gross income in the year of transfer the amounts specified in Section 83(b)), the Participant shall notify the Company of such election within 10 days of filing notice of the election with the Internal Revenue Service and shall within the same 10-day period remit to the Company an amount sufficient in the opinion of the Company to satisfy any federal, state and other governmental tax withholding requirements related to such inclusion in Participant’s income. The Participant should consult with his or her tax advisor to determine the tax consequences of acquiring the Restricted Stock and the advantages and disadvantages of filing the Section 83(b) election. The Participant acknowledges that it is his or her sole responsibility, and not the Company’s, to file a timely election under Section 83(b), even if the Participant requests the Company or its representatives to make this filing on his or her behalf.

  • OBLIGATION TO NEGOTIATE 50.01 The Employer and the Union acknowledge that during negotiations which preceded this Agreement, each had the unlimited right and opportunity to make demands and proposals with respect to any subject or matter not removed by law from the area of collective bargaining/negotiations and that the understandings and agreements arrived at by the parties after the exercise of that right and opportunity are set forth in this Agreement.

  • Obligation to Issue The City has no obligation to issue any Approved Service Orders under this Master Agreement. The City may issue any number of Approved Service Orders provided that the sum of the maximum compensation of all Approved Service Orders cannot exceed the Maximum Total Compensation (defined in Subsection 10.1 below).

  • Obligation to Make Payments Any Interconnection Party's obligation to make payments for services shall not be suspended by Force Majeure.

  • OBLIGATION TO SERVE As between the Parties, Competitive Supplier has the sole obligation to obtain sources of supply, whether from generating facilities owned or controlled by its affiliates, through bilateral transactions, or the market, as may be necessary to provide All-Requirements Power Supply for all of the Participating Consumers under the Program. Competitive Supplier, except as explicitly limited by the terms included in Exhibit A, shall be obligated to accept all Participating Consumers, regardless of their location or energy needs, subject to Competitive Supplier’s standard credit policies (to the extent permitted by law), Article 5.5 hereof, Exhibit A hereof and the terms of any approval or other order of the Department with respect to this ESA.

  • Obligation to Cooperate The Parties shall mutually cooperate with each other in order to achieve the objectives of this Agreement.

  • OBLIGATION TO SUPPORT ‌ The parties agree that subsequent to the execution of this Memorandum of Understanding and during the period of time said Memorandum is pending before the Board of Supervisors for action, neither SEIU Local 721, nor Management, nor their authorized representatives, will appear before the Board of Supervisors or meet with members of the Board of Supervisors individually to advocate any amendment, addition or deletion to the terms and conditions of this Memorandum of Understanding. It is further understood that this Article shall not preclude the parties from appearing before the Board of Supervisors nor meeting with individual members of the Board of Supervisors to advocate or urge the adoption and approval of this Memorandum of Understanding in its entirety.

  • Obligation to Mitigate Each Lender (which term shall include Issuing Bank for purposes of this Section 2.21) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.18, 2.19 or 2.20, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.18, 2.19 or 2.20 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office or take such other measures pursuant to this Section 2.21 unless Borrower agrees to pay all reasonable incremental expenses incurred by such Lender as a result of utilizing such other office or take such other measures as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 2.21 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Administrative Agent) shall be conclusive absent manifest error.

  • Conditions to The Buyer’s Obligation to Purchase The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

  • CONDITIONS PRECEDENT TO THE BUYER’S OBLIGATION TO PURCHASE The obligation of the Buyer hereunder to purchase the Note at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

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