Offer by Parent Sample Clauses

Offer by Parent. Parent shall, prior to effecting or agreeing to any such Sale of Xxxxxx, give notice (the “Offer Notice”) to the Key Company Employees who are then employed by Parent, the Company or any Subsidiary of the Company (the “ROFO Investors”), which Offer Notice shall set forth (A) Parent’s intention to effect a Sale of Xxxxxx, (B) a description of the type and structure (including without limitation, the contemplated assets and business involved) of such proposed Sale of Xxxxxx, and (C) the material terms, provisions and conditions of such proposed Sale of Xxxxxx. For a period of forty-five (45) days (the “ROFO Negotiation Period”) from receipt of an Offer Notice, the ROFO Investors shall have a right to negotiate in good faith the terms and conditions of an agreement regarding the proposed Sale of Xxxxxx. During the ROFO Negotiation Period, Parent shall refrain from engaging in any discussions with any third party regarding the Sale of Xxxxxx to such third party and will negotiate in good faith the terms and conditions regarding the proposed Sale of Xxxxxx; provided, however, Parent shall not be required to accept any proposal that is less favorable to Parent than the terms and conditions contained in the Offer Notice. If at the expiration of the ROFO Negotiation Period, the ROFO Investors and Parent shall not have reached agreement with regard to the terms and conditions of such Sale of Xxxxxx, then Parent shall be free for a period of one (1) year after the expiration of the ROFO Negotiation Period to effect a Sale of Xxxxxx to one or more third parties for consideration and on other terms no less favorable to Parent in the aggregate than those set forth in the Offer Notice. Following the expiration of such one (1) year period, any proposed Sale of Xxxxxx shall again be subject to the terms of this Section 4.
Sample 1
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Related to Offer by Parent

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Redemption by Shareholder Each holder of Shares of the Trust (or a particular Series thereof) shall have the right at such times as may be permitted by the Trust, but no less frequently than required by the 1940 Act, to require the Trust (or such Series) to redeem all or any part of his Shares of the Trust (or such Series) at a redemption price equal to the net asset value per Share of the Trust (or Series) next determined in accordance with subsection (l) of this Section 6.1 after the Shares are properly tendered for redemption; provided, that the Trustees may from time to time, in their discretion, determine and impose a fee for such redemption and that the proceeds of the redemption of Shares (including a fractional Share) of any Class of the Trust (or any Series thereof) shall be reduced by the amount of any applicable contingent deferred sales charge or other sales charge, if any, payable on such redemption to the distributor of Shares of such Class pursuant to the terms of 20 27 the initial issuance of the Shares of such Class (to the extent consistent with the 1940 Act or regulations or exemptions thereunder) and the Trust shall promptly pay to such distributor the amount of such deferred sales charge. Payment of the redemption price shall be in cash; provided, however, that if the Trustees determine, which determination shall be conclusive, that conditions exist which make payment wholly in cash unwise or undesirable, the Trust may make payment wholly or partly in Securities or other assets belonging to such Series at the value of such Securities or assets used in such determination of net asset value. Notwithstanding the foregoing, the Trust may postpone payment of the redemption price and may suspend the right of the holders of Shares of the Trust (or any Series thereof) to require the Trust to redeem Shares of the Trust (or such Series) during any period or at any time when and to the extent permissible under the 1940 Act.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • No Shareholder Approval Seller hereby agrees that from the Closing Date ----------------------- until the issuance of Common Stock upon the conversion of the Debentures, Seller will not take any action which would require Seller to seek shareholder approval of such issuance.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Parent Shareholder Approval The Parent Shareholder Approval shall have been obtained.

  • No Change in Recommendation or Alternative Acquisition Agreement The board of directors of the Company and each committee thereof shall not:

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