Right to Sell Securities Sample Clauses

Right to Sell Securities. In the event (the "Trigger Event") of a (i) Termination Without Cause; (ii) Termination For Nonrenewal; or (iii) Involuntary Termination, the Executive shall have the right and option (the "Put Option") during the 90-day period (the "Put Period") following the Trigger Event to sell to the Company the shares of Class B Nonvoting Stock and/or options (the "Options") to acquire such shares of Class B Nonvoting Stock that are then vested and exercisable, in each case owned by the Executive (or any member of the Group (as defined in the Stockholders' Agreement) of the Executive) on the date of the Trigger Event (collectively, the "Put Securities"). The Put Option shall be exercisable by the Executive by written notice to the Company during the Put Period, and upon receipt thereof, the Company shall be obligated to purchase the Put Securities that are the subject of such notice on the following basis:
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Right to Sell Securities. If the Company or its Subsidiary desire to issue any Equity Securities (other than Excluded Securities and Private Securities) and such issuance has been approved by the Company’s Board of Directors, the Company shall first deliver written notice to each holder of Preferred Shares or Warrant Shares. The notice must specify: (i) the name and address of the party to which the Company or subsidiary proposes to issue Securities, (ii) the Securities proposed to be issued, (iii) the consideration to be delivered for the proposed issuance and (iv) all other material terms and conditions of the proposed transaction. Prior to the issuance of any Securities by the Company or any Subsidiary (other than Excluded Securities) to any Person, the Company may, or such Person will, first make a written offer to each of the holders of the Preferred Shares or Warrant Shares to purchase all of the Preferred Shares and Warrant Shares held by such holder to the Company or such Person on the same terms as the proposed issuance with such offer to be acceptable by the holder of Preferred Shares or Warrant Shares for a period of not less than twenty (20) business days. If the Company or the Person has not completed the purchase of all of the Preferred Shares and Warrant Shares the holders desire to sell, the Company or the Subsidiary shall not consummate the proposed issuance. The holders of Preferred Shares and Warrant Shares shall not be required to provide any indemnification in connection with the sale of the Preferred Shares or Warrant Shares to the Company or such Person.”
Sample 1
Right to Sell Securities. (a) In the event (the "Trigger Event") of (i) the expiration of this Agreement on the Scheduled Termination Date or the last day of the Renewal Period, if applicable, and the Nonrenewal of this Agreement or (ii) if earlier, a Termination Without Cause or an Involuntary Termination, the Executive shall have the right and option (the "Put Option"), during the 90-day period (the "Put Period") following the date of the Trigger Event, to sell to the Parent up to 20% of the shares of Class A Nonvoting Common Stock, $.01 par value (the "Class A Nonvoting Stock"), and/or options (the "Options") to acquire such shares of Class A Nonvoting Stock which are then vested and exercisable, in each case owned by the Executive on the date of the Trigger Event (collectively, the "Put Securities"). Notwithstanding anything to the contrary contained herein, if a Termination Without Cause or Involuntary Termination shall occur within 18 months after the date hereof, the Trigger Event shall not be deemed to have occurred, and the Put Period shall not commence, until the date that is 18 months from the date hereof. The Put Option shall be exercisable by the Executive by written notice to the Company and the Parent during the Put Period, and upon receipt thereof, the Parent shall be obligated to purchase the Put Securities which are the subject of such notice on the following basis:
Sample 1

Related to Right to Sell Securities

  • Restricted Securities Owners The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder (except under the circumstances contemplated in Section 2.14) and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder (except under the circumstances contemplated in Section 2.14).

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

  • Agreement Not to Offer or Sell Additional Securities During the period commencing on the date hereof and ending on the Closing Date, the Company will not, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company similar to the Notes or securities exchangeable for or convertible into debt securities similar to the Notes (other than as contemplated by this Agreement with respect to the Notes).

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $10.0 million of the then-outstanding Registrable Securities.

  • Transfer and Exchange of Beneficial Interests in Global Securities for Definitive Securities A beneficial interest in a Global Security may not be exchanged for a Definitive Security except under the circumstances described in Section 2.1(b)(ii). A beneficial interest in a Global Security may not be transferred to a Person who takes delivery thereof in the form of a Definitive Security except under the circumstances described in Section 2.1(b)(ii). In any case, beneficial interests in Global Securities shall be transferred or exchanged only for Definitive Securities.

  • Transfer and Exchange of Definitive Securities for Beneficial Interests in Global Securities Transfers and exchanges of beneficial interests in the Global Securities also shall require compliance with either subparagraph (i), (ii) or (ii) below, as applicable:

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • Restrictions on Securities Pledgor will not enter into any agreement creating, or otherwise permit to exist, any restriction or condition upon the transfer, voting or control of any securities pledged as Collateral, except as consented to in writing by Secured Party.

  • Restricted Definitive Securities to Beneficial Interests in Restricted Global Securities If any Holder of a Restricted Definitive Security proposes to exchange such Security for a beneficial interest in a Restricted Global Security or to transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Security, then, upon receipt by the Registrar of the following documentation:

  • Restricted Definitive Securities to Beneficial Interests in Unrestricted Global Securities A Holder of a Restricted Definitive Security may exchange such Security for a beneficial interest in an Unrestricted Global Security or transfer such Restricted Definitive Security to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Security only if:

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