Sale of Controlling Interest Sample Clauses

Sale of Controlling Interest. In the event that, after the Contribution Date, any party offers to acquire, directly or indirectly, a "controlling interest" in the Corporation, the Corporation shall use its best efforts to ensure that such offer is not accepted until the offeror shall first, by written notice, have offered to purchase from the undersigned its entire interest in the Corporation on the same terms per share and the same price per share applicable to the "controlling interest" proposed to be sold. The undersigned shall have the right and option, in its sole discretion, to sell such interest upon such terms by giving written notice of such election to the Corporation and such offeror within 30 days after the receipt of the applicable offer under this Paragraph 10. For purposes hereof, a "controlling interest" shall entail the possession, direct or indirect of the power of cause the direction of the management and policies of the Corporation, whether through ownership of voting securities, or otherwise.
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Sale of Controlling Interest. Borrower shall not, without the prior written consent of Lender, which consent shall not be unreasonably withheld, sell, transfer, assign, pledge or otherwise convey a controlling interest in PHS, Inc. during the term of this Agreement.
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Sale of Controlling Interest. Except as provided in subsection (b) below, in the event that Amoco Technology Company, a Delaware corporation or any Permitted Transferee (the "Controlling Shareholder") desires, at any time, to sell, transfer, assign or otherwise dispose of an interest in the Company representing more than fifty percent (50%) of the voting power of the Company (the "Offered Shares") in any one transaction or a series of related transactions, the Controlling Shareholder shall deliver a notice (the "Notice") to the Optionee stating (i) the Controlling Shareholder's bona fide intention to sell or transfer the Offered Shares, (ii) the nature of the Offered Shares to be sold or transferred, (iii) the price for which the Controlling Shareholder proposes to sell or transfer such Offered Shares, (iv) the name of the proposed purchaser or transferee and (v) all other material terms and provisions relating to the proposed sale or transfer. The Controlling Shareholder may indicate in such Notice that the Optionee must sell to the proposed purchaser a proportion of this Option (whether or not vested) representing an amount of Shares (and to the extent any portion of this option is exercised, the Shares) equal to the proportion that the Offered Shares bears to the Controlling Shareholder's entire interest in the Company (the "Participating Ratio"). In such case, Optionee must sell his or her Participating Ratio of this Option or Shares acquired hereunder on the terms specified in the Notice. If the Notice does not require such mandatory sale, within thirty (30) days after receipt by the Optionee from the Controlling Shareholder of the Notice, the Optionee shall have the right, exercisable upon written notice to the Controlling Shareholder, to participate in the Controlling Shareholder's sale of the Offered Shares based on the Participating Ratio. To the extent the Controlling Shareholder requires the Optionee to sell or if the Optionee exercises such right of participation, the number of Offered Shares which the Selling Shareholder may sell pursuant to the Notice shall be correspondingly reduced. Notwithstanding the foregoing, if the Optionee holds Shares acquired upon exercise of any portion of this Option, such Shares, to the extent of the Participating Ratio must be sold before any portion of this Option is sold. To the extent that the Optionee sells any portion of this Option pursuant to this Section 13, the purchase price for the sale of such portion shall be equal to the purcha...
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Sale of Controlling Interest. Neither Citibank, BankBoston nor HypoVereinsbank (each a "Bank" and collectively, the "Banks") shall become a party to any proposed transaction (a "Sale Transaction") pursuant to which any Person or group shall become the "beneficial owner" (as defined in the Exchange Act) directly or indirectly of more than fifty percent (50%) of the combined voting power of the then outstanding securities of the Company (excluding any reincorporation, reorganization or recapitalization transaction in which the shareholders of the Company continue to possess at least eighty percent (80%) of the outstanding voting securities of the successor or surviving entity in the same relative proportions), unless two Banks shall be a party to such transaction. If, subject to the foregoing, a Sale Transaction is entered into, the Banks party to the Sale Transaction (the "Selling Banks") shall give notice (the "Sale Notice") to the other Bank. The Sale Notice shall specify the purchaser, the consideration and the proposed closing date and will give such other Bank the opportunity either to (i) agree to the sale of its Ordinary Shares in accordance with the terms of the Sale Transaction, or (ii) purchase for cash all, but not less than all, of the Ordinary Shares held by the Selling Banks upon substantially the same terms (including as to price and closing date) as contained in the Sale Notice.
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Related to Sale of Controlling Interest

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase Entirely for Own Account The Securities to be received by such Investor hereunder will be acquired for such Investor’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of the 1933 Act, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of the 1933 Act without prejudice, however, to such Investor’s right at all times to sell or otherwise dispose of all or any part of such Securities in compliance with applicable federal and state securities laws. Nothing contained herein shall be deemed a representation or warranty by such Investor to hold the Securities for any period of time. Such Investor is not a broker-dealer registered with the SEC under the 1934 Act or an entity engaged in a business that would require it to be so registered.

  • Acquisition for Own Account Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Sale and Purchase of Equity Interest 1.1 授予权利 Option Granted 鉴于甲方向乙方支付了人民币10元作为对价，且乙方确认收到并认为该对价足够，乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本合同第1.3条所述的价格，随时一次或多次从乙方购买或指定一人或多人（“被指定人”）从乙方购买其现在和将来所持有的丙方的全部和/或部分股权（无论乙方出资额或持股比例将来是否发生变化）的一项不可撤销的专有权（“股权购买权”）。除甲方和被指定人外，任何第三人均不得享有乙方股权的购买权或其他与乙方股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。本款及本合同所规定的“人”指个人、公司、合营企业、合伙、企业、信托或任何其他经济组织。 In consideration of the payment of RMB10.00 by Party A, the receipt and adequacy of which is hereby acknowledged by Party B, Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C now or then held by Party B (regardless whether Party B’s capital contribution and/or percentage of shareholding is changed or not in the future) once or at multiple times at any time in part or in whole at Party A's sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party B of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or any other type of economic entity.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • CONTRIBUTION IN THE EVENT OF JOINT LIABILITY (a) To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever, the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against Indemnitee.

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

  • Competing Interests Neither the Selling Persons, nor any director, manager, officer or management-level employee of Sellers, nor any Affiliate of the Selling Persons (each, a “Related Party”): (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of Sellers (in respect of the Business) or that otherwise has material business dealings with Sellers (in respect of the Business); or (b) is a party to, or otherwise has any direct or indirect interest opposed to Sellers under, any Business Contract or other business relationship or arrangement.

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