Proposed Purchaser Sample Clauses

Proposed Purchaser. Failure by any Section 9.9 Tagged Member to give such Tag-Along Notice within such 5 day period shall be deemed an election by such Section 9.9 Tagged Member not to sell its Membership Interests pursuant to the Initial Tag-Along Notice. The closing with respect to any sale to a Section 9.9 Proposed Purchaser pursuant to this Section shall be held at the time and place specified in the Initial Tag-Along Notice but in any event within sixty (60) days of the date the Initial Tag-Along Notice is given. Consummation of the sale of Membership Interests by any Section 9.9 Selling Member to a Section 9.9 Proposed Purchaser shall be conditioned upon consummation of the sale by each Section 9.9 Participating Tagged Member to such Section 9.9 Proposed Purchaser of the Section 9.9 Tag-Along Membership Interest, if any.
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Proposed Purchaser. (d) If at the end of 60 days following the date on which a Tag-Along Notice was given, the sale of Membership Interests by the Section 9.9 Selling Members and the sale of the Section 9.9 Tag-Along Membership Interests have not been completed in accordance with the terms of the Section 9.9 Proposed Purchaser's offer, all the restrictions on sale, transfer or assignment contained in this Agreement with respect to Membership Interests owned by the Members shall again be in effect.
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Proposed Purchaser. An Eligible Household shall qualify as a "Proposed Purchaser" if he or she meets the following requirements, as determined by the City:
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Proposed Purchaser. (d) If at the end of 60 days following the date on which a Drag-Along Notice was given, the sale of Membership Interests by the Section 9.10 Selling Members and the sale of the Section 9.10
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Proposed Purchaser. Exhibit 5.01(a)(i) Environmental Matters Agreement between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM, dated as of “October 1998” Exhibit 5.01(a)(iii) Financial Services Supply Agreement dated as of December 18, 1998 between DAS and GM Exhibit 5.01(a)(iv) Amended and Restated Agreement for the Allocation of United States Federal, State and Local Income Taxes dated as of December 16, 1998 between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM Exhibit 5.01(a)(v) Agreement for Indemnification of United States Federal, State and Local Non-Income Taxes dated as of December 16, 1998 between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM Exhibit 5.01(a)(vi) Assignment and Assumption Agreement – Industrial Development Bonds dated as of January 1, 1999 between DAS and GM Exhibit 5.01(a)(vii)(i) Lease Agreement dated as of May 1, 2000 xxxxxxx Xxxxxx Xxxxxx Inc. and General Motors of Canada Limited, as amended August 1, 2002 Exhibit 5.01(a)(vii)(ii) Oshawa Labour & Management Agreement between Delphi Canada, Inc. and General Motors Canada Limited dated as of May 1, 2000. Exhibit 5.01(a)(vii)(iii) Administrative Services Agreement between Delphi Canada, Inc. and General Motors Canada Limited dated as of May 1, 2000. Exhibit 5.01(a)(viii) Trademark and Trade Name Agreement dated as of January 1, 1999 between Delphi Automotive Systems Corporation (n/k/a Delphi), DAS, and GM Exhibit 5.01(a)(ix) Intellectual Property Contracts Transfer Agreement dated as of December 4, 1998, between DTI and GM, as amended October 31, 2001 Exhibit 5.01(a)(x) Intellectual Property License Agreement dated as of December 4, 1998, between DTI and GM Exhibit 5.01(a)(xi) Intellectual Property Transfer Agreement dated as of December 4, 1998 between DTI and GM Exhibit 5.01(a)(xiv) Real Estate Assignment and Assumption Agreements Exhibit 5.01(b)(i) UAW – GM – Delphi Memorandum of Understanding Regarding Benefit Plan Treatment between UAW, GM, and Delphi Automotive Systems Corporation (n/k/a Delphi) dated September 30, 1999 Exhibit 5.01(b)(ii) Letter agreement dated March 4, 1999 between Delphi and GM concerning certain asbestos liability, as supplemented by letter agreement dated May 10, 1999 between Delphi and GM Exhibit 5.01(b)(iii) Investment Tax Credit Transfer Agreement dated December 8, 2000 between Delphi Automotive Systems Corporation (n/k/a Delphi) and GM Exhibit 5.01(b)(iv) Management Services Agreement dated September 19, 2002, as amended, among...
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Related to Proposed Purchaser

  • Company Securities Section 3.2(a)........................................11

  • Investor 2.1 The Investor, by following a Strategy of a Strategy Provider, hereby agrees to the following:

  • Sale Notice Parent shall provide the Holder with written notice (the “Tag-Along Sale Notice”) not more than sixty (60) nor less than twenty (20) days prior to the proposed date of the Tag-Along Sale (the “Tag-Along Sale Date”). Each Tag-Along Sale Notice shall set forth: (i) the name and address of each proposed transferee or purchaser of shares in the Tag-Along Sale; (ii) the number of shares proposed to be transferred or sold by Parent; (iii) the proposed amount and form of consideration to be paid for such shares and the terms and conditions of payment offered by each proposed transferee or purchaser; (iv) the aggregate number of shares of Common Stock held of record as of the close of business on the day immediately preceding the Tag-Along Notice Date by Parent; (v) the Management Investor’s Allotment assuming the Holder elected to sell the maximum number of shares of Common Stock possible; (vi) confirmation that the proposed purchaser or transferee has been informed of the “Tag-Along Rights” provided for herein and has agreed to purchase shares of Common Stock in accordance with the terms hereof and (vii) the Tag-Along Sale Date.

  • Permit Transfer/Sale 5 16. Release and Waiver of All Claims against Sector Manager; Indemnification and Hold Harmless.

  • Approved Sale If the Board shall deliver a notice to Optionee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Optionee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Optionee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of shares not having a liquidation preference. Notwithstanding the foregoing, the sale of the Shares in an Approved Sale shall be further subject to the terms of the Plan, including without limitation Section 14 of the Plan. Optionee will take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 6 shall not require Optionee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Optionee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Purchaser Purchaser was formed solely for the purpose of engaging in the Transactions and activities incidental thereto and has not engaged in any business activities or conducted any operations other than in connection with the Transactions and those incident to its formation. Either Parent or a wholly owned subsidiary of Parent owns beneficially and of record all of the outstanding capital stock of Purchaser.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • New Securities “New Securities” shall mean any Common Stock or Preferred Stock of the Company, whether now authorized or not, and rights, options or warrants to purchase such Common Stock or Preferred Stock, and securities of any type whatsoever that are, or may become, convertible or exchangeable into such Common Stock or Preferred Stock; provided, however, that the term “New Securities” does not include:

  • Buy-Sell (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.

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