Obligations of Participating Stockholder Sample Clauses

Obligations of Participating Stockholder. If GKH desires to accept a Bona Fide Purchaser's offer to purchase GKH's Common Stock in accordance with Section 2.3(a), GKH shall deliver a copy of the Bona Fide Purchaser's offer to the Company and the Non-GKH Holders, and, within 25 days of the receipt of such copy, in the event that any Non-GKH Holder desires to exercise its rights pursuant to this Section 2.3 (each a "Participating Stockholder"), such Participating Stockholder shall deliver to GKH and the Company written notice to such effect and shall deliver to GKH (i) a stock certificate or stock certificates evidencing such Participating Stockholder's Stock, together with an appropriate instrument of assignment duly executed in a proper form to effect the Disposition of such Stock to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the Participating Stockholder's Stock that is being transferred pursuant to this Section 2.3 is Disposed of for the same consideration per share and otherwise on the same terms and conditions upon which GKH effects the Disposition of its Stock. The failure of a Participating Stockholder to deliver notice of its desire to exercise its rights under, or to otherwise comply with the provisions of, this Section 2.3(b) shall be deemed be a waiver of the Participating Stockholder's rights hereunder. The Participating Stockholders shall be required to make to a Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.4(b) hereof.
Sample 1
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Obligations of Participating Stockholder. If GKH desires to accept a Bona Fide Purchaser's offer to purchase all of GKH's Stock in accordance with Section 2.4(a), GKH shall deliver a copy of the Bona Fide Purchaser's offer to the Company and the Non-GKH Holders, and, within 30 days of the receipt of such copy, in the event that any Non-GKH Holders desires to exercise its rights pursuant to this Section 2.4 (each a "Participating Stockholder"), such Participating Stockholder shall deliver to GKH and the Company written notice to such effect and shall deliver to GKH (i) an appropriate assignment duly executed in a proper form to effect the Disposition of such Stock to the Bona Fide Purchaser on the books and records of the Company and (ii) a limited power-of-attorney authorizing GKH to effect the Disposition of such Stock pursuant to the terms of such Bona Fide Purchaser's offer as such terms may be modified by GKH, provided, that all of the Participating Stockholder's Stock that is being transferred pursuant to this Section 2.4 is Disposed of for the same consideration per Unit and otherwise on the same terms and conditions upon which effects the Disposition of its Stock. The failure of a Participating Stockholder to deliver notice of its desire to exercise its rights under or to otherwise comply with the provisions of this Section 2.4(b) shall be deemed to be a waiver of the Participating Stockholder's rights hereunder.
Sample 1
Obligations of Participating Stockholder. If GKH desires to accept a Bona Fide Purchaser's offer to purchase GKH's Common Stock in accordance with Section 2.4(a), GKH shall deliver a copy of the Bona Fide Purchaser's offer to the Company and the Non-GKH Holders, and, within 25 days of the receipt of such copy, in the event that any Non-GKH Holder desires to exercise its rights pursuant to this Section 2.4 (each a "Participating Stockholder"), such Participating Stockholder shall deliver to GKH and the Company written notice to such effect and shall deliver to GKH (i) a stock certificate or stock certificates evidencing such Participating Stockholder's Stock, together with an appropriate instrument of assignment duly executed in a proper form to effect the Disposition of such Stock to the Bona Fide Purchaser on the books and records The Participating Stockholders shall be required to make to a Bona Fide Purchaser such unqualified representations and warranties with respect to their Stock as are set forth in Section 2.5(b) hereof.
Sample 1

Related to Obligations of Participating Stockholder

  • OBLIGATIONS OF PARTICIPANT (a) Pursuant to its obligations under the federal securities laws, the Participant agrees to maintain all books and records of all sales of Shares made by or through it and to furnish copies of such records to the Trust, [Transfer Agent/Index Receipt Agent] and/or the Distributor upon their reasonable request.

  • Obligations of the Holder a. At least five (5) calendar days prior to the first anticipated filing date of a Registration Statement the Company shall notify Holder in writing of the information the Company requires from Holder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Holder that Holder shall furnish in writing to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities held by it as shall reasonably be required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request. The Holder covenants and agrees that, in connection with any resale of Registrable Securities by it pursuant to a Registration Statement, it shall comply with the "Plan of Distribution" section of the current prospectus relating to such Registration Statement.

  • Obligations of Parties 4.1. The Operator undertakes the following obligations:

  • Obligations of Party A 4.1 Party B’s services hereunder are exclusive. During the term of this Agreement, without the prior written consent of Party B, Party A shall not enter into any agreement with any other third party or accept from such third party any other service same as or similar to the services provided by Party B.

  • Representations of Participant Participant acknowledges that Participant has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

  • Obligations of the Employee Except on behalf of the Employer, the Employee agrees (a) to hold Company Information in strictest confidence, and (b) not to use, duplicate, reproduce, distribute, disclose or otherwise disseminate Company Information or any physical embodiments thereof and may in no event take any action causing or fail to take any action necessary in order to prevent any Company Information from losing its character or ceasing to qualify as Confidential Information or a Trade Secret. In the event that the Employee is required by law to disclose any Company Information, the Employee will not make such disclosure unless (and then only to the extent that) such disclosure is required by law and then only after prior written notice is given to the Employer when the Employee becomes aware that such disclosure has been requested and is required by law. This Section 5 will survive the termination of this Agreement with respect to Confidential Information for so long as it remains Confidential Information, but for no longer than three (3) years following termination of this Agreement, and this Section 5 will survive termination of this Agreement with respect to Trade Secrets for so long as is permitted by the then-current Maryland Trade Secrets Act.

  • Obligations of Party B 3.1 Party B agrees not to conduct the following business which may materially affect its assets, rights, obligations and operation (except for the sales or purchase of assets, and contracts and agreements entered into during the ordinary course of business of Party B, and the lien imposed by the contracting parties pursuant to the above contracts), without the prior written consent of Party A, including but not limited to:

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • Obligations of Executive (a) For two years following a Termination Event, Executive agrees not to personally solicit any of the employees either of the Company or of any entity in which the Company directly or indirectly possesses the ability to determine the voting of 50% or more of the voting securities of such entity (including two-party joint ventures in which each party possesses 50% of the total voting power of the entity) to become employed elsewhere or provide the names of such employees to any other company that Executive has reason to believe will solicit such employees.

  • Obligations of the Holders In connection with the registration of the Registrable Securities, the Holders shall have the following obligations:

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