Offer to Sell Shares Sample Clauses

Offer to Sell Shares. Except as provided in Section 2(a) above, if any Shareholder (such Shareholder being hereinafter referred to as the "Selling Shareholder") shall desire to sell all or any of the Shares now owned or hereafter acquired by it, it must first receive a bona fide written offer to purchase such Shares and then deliver to Kendxx xxx the other Shareholders a written notice ("Notice") containing the following information:
Sample 1
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Offer to Sell Shares. In the case of a proposed bona fide sale -------------------- pursuant to Paragraph 1(a)(i) above, the Notice provided in Paragraph 2 shall constitute an irrevocable offer by the Management Shareholder who delivers the Notice to sell such Management Shares to the Company, Coyote and the other Management Shareholders on the terms and at the price specified in this Paragraph 3 (such offer is hereinafter referred to as the "Offer to Sell," a Management Shareholder making an Offer to Sell is hereinafter referred to as the "Offeror-Shareholder", Coyote and the other Management Shareholders to whom the Offer to Sell is being made are hereinafter referred to as the "Offerees", and the Management Shares offered in the Offer to Sell are hereinafter referred to as the "Offered Shares"). The Offer to Sell shall be at a price and on other terms (including any deferral of payment in whole or in part) no less favorable to the Company and the Offerees than the price and other terms offered by the prospective purchaser specified in the Offeror-Shareholder's Notice, except that ------ if the proposed sale is to be wholly or partly for consideration other than money (the term "money" being used in this Paragraph 3 to include deferred obligations to pay money), the Offer to Sell shall be at a price equal to the amount of the net monetary consideration plus the fair market value (as determined in good faith by the Board of Directors within ten (10) days after receipt of the Notice by the Company), at the date of the Offeror-Shareholder's Notice, of any consideration other than money offered by the prospective purchaser.
Sample 1
Offer to Sell Shares. In the case of a proposed bona fide sale, the Notice provided in Paragraph 2 shall, except as provided in Paragraph 7 or in the case of a proposed transfer permitted by clauses (ii) through (iv) of the first sentence of Paragraph 1(b), constitute an irrevocable offer to sell such Shares to the Apollo Entities on the terms and at the price specified in this Paragraph 3 (such offer is hereinafter referred to as the "Offer to Sell"). The Offer to Sell shall be at the price and on the other terms (including any deferral of payment in whole or in part) offered by the prospective purchaser specified in the Notice, except that if the proposed sale is to be wholly or partly for consideration other than money (the term "money" being used in this Paragraph 3 to include deferred obligations to pay money), the Offer to Sell shall be at a price equal to the amount of the monetary consideration plus the fair market value (as determined in good faith by the Apollo Entities within 10 days after receipt of the Notice by the Apollo Representative), at the date of the Notice to the Corporation of the consideration other than money offered by the prospective purchaser.
Sample 1
Offer to Sell Shares. Except as otherwise provided in Articles 1 and 2 of this Agreement, if any Stockholder shall at any time desire to sell all or any of such Stockholder's Shares, such Stockholder (the "Selling Stockholder") shall first prepare a written offer (the "Offer") to sell such Shares (the "Offered Shares") setting forth the ,-proposed date of the sale, the proposed price per Share, and the other terms and conditions upon which the sale is proposed to be made. Such notice shall also specify whether a Third Party Purchaser (as hereinafter defined) has made an offer to acquire such Shares. The Selling Stockholder shall then transmit a copy of the Offer to eVS. Within two (2) business days of receipt of the Offer, eVS shall transmit a copy of the Offer to the Stockholders other than the Selling Stockholder.
Sample 1
Offer to Sell Shares. If the Transferee shall at any time receive a bona fide written offer from a third person (the "Third Person") for the purchase of any amount of Common Stock (the "Offered Stock") owned by the Transferee, then the Transferee shall (a) notify the Company of the Third Person's offer, setting forth in reasonable detail its terms and conditions and identifying the Third Person, its principals and affiliates, if applicable, (the "Transferee's Notice") and (b) give a right of first refusal to the Company to purchase the Offered Stock on the same terms and conditions as are set forth in the Third Person's offer.
Sample 1
Offer to Sell Shares. Except as otherwise provided herein, if any Shareholder shall at any time desire to sell all or any of such Shareholder’s Shares, such Shareholder (the “Selling Shareholder”) shall first prepare a written offer (the “Offer”) to sell such Shares (the “Offered Shares”) setting forth the proposed date of the sale, the proposed price per Share, and the other terms and conditions upon which the sale is proposed to be made. Such notice shall also specify whether a Prospective Purchaser has made an Offer to acquire such Shares. The Selling Shareholder shall then transmit a copy of the Offer to Company. Within five (5) Business Days of receipt of the Offer, Company shall transmit a copy of the Offer to the Significant Shareholders other than the Selling Shareholder.
Sample 1
Offer to Sell Shares. Except as provided in Section 1(a) of Appendix A and 1(b) of Appendix A above, if you (hereinafter referred to as the “Selling Stockholder”) shall desire to voluntarily or involuntarily Sell all or any of your Shares, you must first receive a bona fide written offer from a third party prospective purchaser to purchase such Shares and then deliver to the Company a written notice (“ROFR Notice”) containing the following information:
Sample 1
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Offer to Sell Shares. Except as otherwise provided in the Stock Purchase Agreement or in this Agreement, if a Stockholder desires to transfer any Shares to a third party (the “Offeror”), whether or not the Offeror is a Stockholder, such Stockholder (the "First Selling Stockholder") will deliver a written notice (the "Primary Sale Notice") to Company with respect to the proposed sale of such Shares (the "Offered Shares") stating in reasonable detail, the number of shares to be transferred, the identity of the prospective purchaser(s) and the terms and conditions of the proposed sale. Within five (5) days of Company's receipt of the Primary Sale Notice, Company will transmit a copy of the Primary Sale Notice to all Stockholders other than the First Selling Stockholder (collectively, the "Offeree Stockholders"). Transmittal of the Primary Sale Notice to Company will constitute an offer by the First Selling Stockholder to sell the Offered Shares to both Company and the Offeree Stockholders in accordance with this Article 2.
Sample 1

Related to Offer to Sell Shares

  • No Offer to Sell Other than an Issuer Free Writing Prospectus approved in advance by the Company and the Agent in its capacity as agent hereunder, neither the Agent nor the Company (including its agents and representatives, other than the Agent in its capacity as such) will make, use, prepare, authorize, approve or refer to any written communication (as defined in Rule 405 under the Securities Act), required to be filed with the Commission, that constitutes an offer to sell or solicitation of an offer to buy Placement Shares hereunder.

  • Offer Preparation of this Lease by either Lessor or Lessee or Lessor's agent or Lessee's agent and submission of same to Lessee or Lessor shall not be deemed an offer to lease. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Reacquired Shares Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, or in any other Certificate of Designations creating a series of Preferred Stock or any similar stock or as otherwise required by law.

  • Offer to Purchase In the event that the Company shall be required to commence an Offer to Purchase pursuant to an Asset Sale Offer or a Change of Control Offer, the Company shall follow the procedures specified below. Unless otherwise required by applicable law, an Offer to Purchase shall specify an expiration date (the “Expiration Date”) of the Offer to Purchase, which shall be, subject to any contrary requirements of applicable law, not less than 30 days or more than 60 days after the date of delivering of such Offer, and a settlement date (the “Purchase Date”) for purchase of Notes within five Business Days after the Expiration Date. On the Purchase Date, the Company shall purchase the aggregate principal amount of Notes required to be purchased pursuant to Section 4.10 hereof or Section 4.13 hereof (the “Offer Amount”), or if less than the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. If the Purchase Date is on or after the regular record date and on or before the related interest payment date, any accrued and unpaid interest, if any, shall be paid to the Person in whose name a Note is registered at the close of business on such record date, and no additional interest, if any, shall be payable to the Holders who tender Notes pursuant to the Offer to Purchase. The Company shall notify the Trustee at least 2 Business Days before notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to this Section (or such shorter period as is acceptable to the Trustee in its sole discretion) prior to the delivering of the Offer of the Company’s obligation to make an Offer to Purchase, and the Offer shall be sent electronically or mailed by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. The Offer shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Offer to Purchase. On or before 12:00 noon (New York City time) on each Purchase Date, the Company shall irrevocably deposit with the Trustee or Paying Agent (other than the Company or an Affiliate of the Company) in immediately available funds the aggregate purchase price equal to the Offer Amount, together with accrued and unpaid interest, if any, thereon, to be held for payment in accordance with the terms of this Section 3.9. On the Purchase Date, the Company shall, to the extent lawful, (i) accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all Notes tendered, (ii) deliver or cause the Paying Agent or depositary, as the case may be, to deliver to the Trustee Notes so accepted and (iii) deliver to the Trustee an Officers’ Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.9. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five (5) Business Days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, plus any accrued and unpaid interest, if any, thereon, and the Company shall promptly issue a new Note, and the Trustee, at the written request of the Company, shall authenticate and mail or deliver at the expense of the Company such new Note to such Holder, equal in principal amount to any unpurchased portion of such Holder’s Notes surrendered; provided that each such new Note will be in a principal amount of $2,000 or any integral multiple of $1,000 in excess thereof. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce in a newspaper of general circulation or in a press release provided to a nationally recognized financial wire service the results of the Offer to Purchase on or promptly after the Purchase Date. The Company shall comply with the requirements of any applicable securities laws and any regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of an Asset Sale Offer or Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with Sections 3.9, 4.10 or 4.13 of this Indenture, the Company will comply with the applicable securities laws and regulations and will be deemed to have complied with its obligations under Section 3.9, 4.10 or 4.13, as applicable, by virtue of such compliance. Other than as specifically provided in this Section 3.9, any purchase pursuant to this Section 3.9 shall be made pursuant to the provisions of Sections 3.1 through 3.6 hereof.

  • Agreement Not to Offer or Sell Additional Shares During the period commencing on and including the date hereof and continuing through and including the 90th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “Lock-up Period”), the Company will not, without the prior written consent of the Representatives (which consent may be withheld in the sole discretion of the Representatives), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares or except for registration statements on Form S-8 with respect to any and all Shares or Related Securities to be issued pursuant to any employee benefit or compensation plans, including any proposed amendments thereto, described in the Prospectus); or (viii) publicly announce the intention to do any of the foregoing. The foregoing shall not apply to (a) the Shares to be sold in this offering, (b) issuances of Shares or Related Securities pursuant to the conversion or exchange of convertible or exchangeable securities or the exercise of warrants or options outstanding as of the date hereof and described in the Prospectus, (c) issuances of Common Stock or grants of employee stock options, restricted stock or other incentive compensation pursuant to the terms of any employee benefit or compensation plan, including any proposed amendments thereto, described in the Prospectus, or issuances of Shares or Related Securities pursuant to the exercise of such options or the vesting of restricted stock or (d) the issuance by the Company of Shares or Related Securities in connection with a licensing arrangement, joint venture, acquisition or business combination or other collaboration or strategic transaction (including the filing of a registration statement on Form S-4 or other appropriate form with respect thereto); provided that, in the case of clause (d), recipients of such Shares or Related Securities agree to be bound by the terms of the lockup letter in the form of Exhibit C hereto and the sum of the aggregate number of Shares or Related Securities so issued shall not exceed 5% of the total outstanding Shares. For purposes of the foregoing, “Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

  • Settlement Shares (a) With respect to any Settlement Date other than the Final Date, the number of Shares designated as such by Counterparty in the relevant Settlement Notice or designated by Dealer pursuant to the “Termination Settlement” provisions of Paragraph 7(g) below, as applicable; provided that the Settlement Shares so designated shall (i) not exceed the Number of Shares at that time and (ii) in the case of a designation by Counterparty, be at least equal to the lesser of 100,000 and the Number of Shares at that time, in each case with the Number of Shares determined taking into account pending Settlement Shares; and

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

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