Sale Right. (a) Following the Transfer Date, the Selling Partner shall have the right (the "Sale Right") to Dispose of all or any portion of its Offered Interest to any Person pursuant to this Section 4, so long as the Selling Partner first complies with clauses (b) through (h) below.
Sale Right. If Migration has not occurred on a timely basis or prior to the second (2nd) anniversary of the Closing, and if OEP receive bona fide offer to acquire at least fifty percent (50%) of any Subsidiary’s issued and outstanding equity securities or assets or at least fifty percent (50%) of the Company’s assets, in either case, whether structured as a merger, consolidation, share exchange, asset purchase or otherwise (a “Company Sale”), if a notice of intent to effect the Company Sale is delivered to each Executive Shareholders by OEP then the Executive Shareholders hereby agree to promptly vote their Equity Securities and take all other requisite or desirable actions to approve, participate in and cooperate to effect, and shall promptly cause the Company and the Board of Directors to approve and effect, the Company Sale. Annex B 1.
Sale Right. Subject to Section 4.1, if the Shareholder desires ---------- to sell all or any part of his Shares then held or owned beneficially by him (other than to a Permitted Transferee), then the Offeror shall offer all, but not less than all, of the Offeror's Shares for sale in accordance with the remaining provisions of this Section 4 and the Offeror shall not have the right to make any Disposition of the Offeror's Shares, except in accordance with the remaining provisions of this Section 4.
Sale Right. (a) If after the occurrence of a Change of Control of Nevada Moly or General Moly (i) on or before December 31, 2010, Nevada Moly or the transferee or surviving entity after the Change of Control of Nevada Moly or General Moly (the “Surviving Entity”), does not initiate full construction of the Project as then contemplated in either the Bankable Feasibility Study or an approved Program and Budget by December 31, 2010, or (ii) after December 31, 2010, Nevada Moly or the Surviving Entity fails, for a period of twelve (12) consecutive months, subject to an event of Force Majeure, to use Standard Mining Industry Practice in connection with the Development and Operation of the Project as then contemplated in either the Bankable Feasibility Study or in an approved Program and Budget, then, in each such case, POS-Minerals shall have the right (but not the obligation) to send a notice (a “Put Notice”) to the Surviving Entity, in which case the Surviving Entity, or one more other Persons designated by the Surviving Entity, shall be obligated to purchase all, but not less than all, of the Membership Interests of POS-Minerals for the Put Price with respect to the applicable Membership Interests. The purchase and sale pursuant to this Section 14.6 shall take place at a closing in accordance with the following terms: (i) the Put Price shall be payable at the closing in immediately available funds in United States dollars or as provided in Section 14.6(c), (ii) the closing shall occur no more than sixty (60) days after the delivery of the Put Notice; provided that all necessary approvals of Governmental Authorities have been obtained, with an effective date of the first day of the month in which the closing occurs, and (iii) the Membership Interests of POS-Minerals shall be conveyed free and clear of all Encumbrances created by, through or under POS-Minerals.
Sale Right. In the event the Second Closing has not occurred on or prior to June 21, 2019, the Parties acknowledge and agree any HomeStreet Office that (i) has not been acquired by Purchaser on or prior to such date, and (ii) as of such time, does not satisfy the viability threshold set for such HomeStreet Office set forth on Exhibit I hereto, the Seller (provided that Seller is not in material default of its obligations under this Agreement) may transfer the Lease underlying such HomeStreet Office and any Fixed Assets related to such HomeStreet Office to a third party upon the consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the event Purchaser does not respond to Seller’s request within five (5) Business Days of receipt of such request, Purchaser shall be deemed to have consented to such request.
Sale Right. If the Moulin Entities do not purchase all of the Put Securities at the Put Price on or before the last day of the Put Closing Period, then the GGC Entities shall have a right to cause the Stockholders to sell all of the Equity Securities of the Company at any time thereafter in accordance with Section 2.5 of the Stockholders Agreement. Such a sale shall be considered a “Company Sale” under the Stockholders Agreement and all of the terms and conditions of Section 2.5 of the Stockholders Agreement shall apply to such a sale.
Sale Right. (a) In the event that (i) the Purchaser's employment with the Company and its Subsidiaries has been terminated for any reason (including as a result of the death or disability of the Purchaser) and (ii) neither the Company nor its designee has delivered a Repurchase Notice to the Purchaser at least 20 days prior to the Note Repayment Date, then the Purchaser shall have the option to sell to the Company, and the Company shall be obligated to purchase, on one occasion from the Purchaser, a portion of the shares of Directly Owned Class A Common Stock held by Purchaser with an aggregate Repurchase Price on the date of the Purchaser's termination of employment equal to the Note Repayment Amount (the "Note Repayment Shares"); provided, however, that if the Note Repayment --------------------- -------- ------- Amount exceeds the aggregate Repurchase Price of all shares of Directly Owned Class A Common Stock owned by the Purchaser on the date the Purchaser's employment is terminated, then the Company shall only be required to purchase such shares pursuant to this Section 2.9 and the remaining portion of the Note Repayment Amount shall remain payable under the terms of the Note; provided, -------- further, that the first shares of Directly Owned Class A Common Stock sold by ------- the Purchaser must be shares other than Shares Subject to Repurchase until the Purchaser owns no more of such shares, and then the Shares Subject to Repurchase until the Purchaser owns no more of such shares. The purchase price per share for such Note Repayment Shares will be the Repurchase Price and shall be determined as of the date of the Purchaser's termination of employment.
Sale Right. Upon becoming vested in your Restricted Shares, you shall have the right, exercisable by notice in writing to the Company (the “Sale Notice”), to require the Company to purchase all of your vested Restricted Shares. The Sale Notice should contain the number of vested Restricted Shares you wish the Company to purchase from you. The sale price of such shares shall be equal to (a) the number of Restricted Shares you wish to sell to the Company, multiplied by (b) the Purchase Price (as defined in Section 14 above). You may exercise your right to require the Company to purchase your vested Restricted Shares (i) within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following the Vesting Date (or date on which an Early Vesting Event occurs, if applicable); and (ii) with respect to each subsequent anniversary of the Vesting Date (or date on which an Early Vesting Event occurs, if applicable), within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following such subsequent anniversary. If you elect to exercise your right to require the Company purchase all of your vested Restricted Shares pursuant to this Section 15, then the closing of the purchase and sale transaction shall be held at the principal office of the Company on a date designated by the Company, which date in no event shall be later than 90 days after you give the Company the Sale Notice.
Sale Right. 10 7.3 Officer's Certificate............................... 11 SECTION 8.
Sale Right. In the event that each of the Post-Closing Conditions are not met on or before April 15, 1997 (the "Section 7.2 Exercise Date"), the Investor will have the right to sell the Shares purchased herein to the Company by notifying the Company in writing (the "Notice") of its intention to sell Shares back to the Company and the Company shall be required to repurchase such Shares at a price of $14.00 per share plus interest accrued in the Segregated Account from the Investor within two (2) Business Days of receipt of such Notice. The Investor may elect to exercise such right by notifying the Company in writing of its intention to sell such Shares to the Company. The Closing of such sale and purchase shall take place at 10:00 a.m. at the offices of Battle Xxxxxx LLP, 00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, within two (2) Business Days of receipt of such Notice. The Company shall pay the purchase price in immediately available funds against delivery of such Shares and such certificates representing the Shares shall be duly endorsed to the Company or accompanied by duly executed stock power naming the Company as transferee. The Investor's right to sell the Shares back to the Company pursuant to this Section 7.2 shall expire on May 30, 1997, after which date the Company shall no longer be obligated to repurchase the Shares.
