Sale to Offeror Sample Clauses

Sale to Offeror. If all Shareholders accept or are deemed to have accepted the Qualifying Offer, then all Shareholders shall sell all of their Shares to the Offeror upon the terms and conditions of the Qualifying Offer (or otherwise take all necessary action to cause the Company to consummate the proposed transaction) at a closing to be held at the principal office of the Company at 11:00 a.m. local time on or before the seventieth (70th) day after the date on which the Take Along Notice Period shall have expired (or at such other time and place as the parties to the transaction shall agree).
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Sale to Offeror. If the Selling Shareholders shall have --------------- delivered a Pull Along Notice to all other Shareholders and Investors, then all Shareholders and Investors shall sell all of their Shares and Warrants to the Offeror upon the terms and conditions of the Offer (or otherwise take all necessary action to cause the Company to consummate the proposed transaction) at a closing to be held at the principal office of the Company at or prior to the 90th day from the date of the Offer. If such sale is not consummated within such 90-day period, the restrictions provided for in this Section 2.6 shall again become effective, and no Transfer of the Shares may be made thereafter without complying with the provisions of this Agreement.
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Sale to Offeror. If no Shareholder elects to acquire the Securities under clause 12.2, on or before the Settlement Date, then upon such Selling Shareholder giving the other Shareholders, the Drag Along Notice, each Shareholder that is given the Drag Along Notice irrevocably:
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Sale to Offeror. In the event that the Company and the JHC Management Shareholders or Purchasers as a whole do not purchase all of the Offered Shares pursuant to this Section 8.1, then the Selling Holder may Transfer, subject to Section 8.2, all of the remaining Offered Shares, if any, to the Offeror on the terms and conditions set forth in the Purchase Offer Notice; provided, however, that (i) such sale is bona fide, (ii) the price for the sale to the Offeror is a price not less than the Offer Price and the sale is otherwise on terms and conditions no less favorable to the Selling Holder than those set forth in the Purchase Offer Notice, and (iii) the Transfer is made within one hundred twenty (120) days after the giving of the Purchase Offer Notice. If such a Transfer does not occur within such 120-day period for any reason, the restrictions provided for in Section 8.1 shall again become effective, and no Transfer of any shares of Common Stock may be made by the Selling Holder thereafter without again complying with this Section 8.1.
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Sale to Offeror. Terold shall sell all of its Shares (including the Warrants) to the Offeror upon the terms and conditions of the Offer (or otherwise take all necessary action to cause the Seller or Transtech to consummate the proposed transaction) at a closing to be held at the principal office of the Seller on such date and at such time and place as the parties to the transaction shall agree.
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Sale to Offeror. Any securities so offered to the Investors which are not purchased pursuant to such offer may be sold by the Company to the third party originally named in the offer to the Investors on terms and conditions, including price, not more favorable to the third party than those set forth in such offer at any time within 60 days following the date of such offer, but may not be sold to any other person or after such 60-day period without renewed compliance with this Article IV.
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Sale to Offeror. If the Corporation and the Other Shareholders do not elect to purchase all of the offered Option Shares, the Selling Shareholder may, within a period of 120 days from the date the Notice was first delivered to the Corporation, sell to the Offeror the remaining Option Shares to which the Notice related at a price not less than the price stated in the Notice and upon terms, including terms of payment, stated therein. Before such sale shall be consummated, the Offeror shall have executed and delivered to the Corporation his agreement that the Offeror and the shares held by the Offeror shall be bound by the terms of this Agreement with respect to the transfer thereof to the same extent as if the Offeror had been an original party hereto. If such shares are not so sold to the Offeror within such 120 day period, such shares shall again become subject to all the restrictions of this Agreement.
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Sale to Offeror. If the Non-Selling Shareholders do not exercise their options in accordance with Sections 2.2 to 2.3, the Selling Shareholder may, on the closing date set forth in Section 2.3 and during the thirty (30) day period thereafter, sell its Offer Stock, or any remaining portion thereof, to the Offeror; provided, however, the selling price per share shall be not less than, and the other terms of sale shall not be materially different than, those set forth in the Offer Notice, and the Offeror must, prior to the purchase, execute such documents as the Corporation may reasonably require to evidence that the Common Stock to be sold remains subject to this Agreement in the same manner and to the same extent as it had been in the hands
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Related to Sale to Offeror

  • Offer and Sale to the Public The Offering of Securities is made subject to the conditions referred to the prospectus or offering circular relating to the Offering and to the terms and conditions set forth in this Agreement. With respect to any Offering of Securities, we will inform you by a Written Communication of the public offering price, the selling concession, the reallowance (if any) to dealers and the time when you may commence selling Securities to the public. After such public offering has commenced, we may change the public offering price, the selling concession and the reallowance to dealers. The offering price, selling concession and reallowance (if any) to dealers at any time in effect with respect to an Offering are hereinafter referred to, respectively, as the "Public Offering Price", the "Concession" and the "Reallowance". With respect to each Offering of Securities, until the provisions of this Section 3(c) shall be terminated pursuant to Section 4 hereof, you agree to offer Securities to the public only at the Public Offering Price, except that if a Reallowance is in effect, a Reallowance from the Public Offering Price not in excess of such Reallowance may be allowed as consideration for services rendered in distribution to dealers who are actually engaged in the investment banking or securities business who are either members in good standing of the NASD who agree to abide by the applicable rules of the NASD (see Section 3(e) below) or foreign banks, dealers or institutions not eligible for membership in the NASD who represent to you that they will promptly reoffer such Securities at the Public Offering Price and will abide by the conditions with respect to foreign banks, dealers and institutions set forth in Section 3(e) hereof.

  • Method of Offer and Sale The Shares may be offered and sold (A) in privately negotiated transactions with the consent of the Company; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the Principal Market or sales made into any other existing trading market of the Common Shares. Nothing in this Agreement shall be deemed to require either party to agree to the method of offer and sale specified in the preceding sentence, and (except as specified in clauses (A) and (B) above) the method of placement of any Shares by the Agent shall be at the Agent’s discretion.

  • Submission of Certified Payroll Transcripts for Public Works Contracts Only Contractors and Subcontractors on public works projects must submit monthly payroll transcripts to the Authorized User that has prepared or directs the preparation of the plans and specifications for a public works project, as set forth in the Bid Specifications. For Mini-Bid solicitations, the payroll records must be submitted to the entity preparing the agency Mini-Bid project specification. For “agency specific” Bids, the payroll records should be submitted to the entity issuing the purchase order. For all other OGS Centralized Contracts, such records should be submitted to the individual agency issuing the purchase order(s) for the work. Upon mutual agreement of the Contractor and the Authorized User, the form of submission may be submitted in a specified disk format acceptable to the Department of Labor provided: 1) the Contractor/Subcontractor retains the original records; and, (2) an original signed letter by a duly authorized individual of the Contractor or Subcontractor attesting to the truth and accuracy of the records accompanies the disk. This provision does not apply to Article 9 of the Labor Law building services contracts.

  • Sale and Delivery to Underwriter Closing (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at 99.525% of the principal amount thereof, $125,000,000 aggregate principal amount of Securities.

  • Purchases of Portfolio Shares for Sale to Customers (a) In offering and selling Portfolio shares to your customers, you agree to act as dealer for your own account; you are not authorized to act as agent for us or for any Portfolio.

  • SALE OF BUYER’S PROPERTY Performance under this Agreement: (check one) ☐ - Shall not be contingent upon the Buyer selling another property. ☐ - Shall be contingent upon the Buyer selling another property with a mailing address of , City of , State of , within calendar days from the Effective Date.

  • POST PUBLIC AUCTION 5.1. Any E-Bidders who successfully bids for the Property shall and undertake to sign the Memorandum of Sale and pay the difference between 10% of the purchase price and the deposit paid under clause 3.5 above (“differential sum”) at the office of the Auctioneer within same day from the date of auction, failing which the deposit paid will be forfeited to the Assignee Bank and sale will be deemed cancelled/terminated and the property may be put up for subsequent auction without further notice to the said E-Bidders. The Auctioneer shall send the Memorandum of Sale for stamping and thereafter forward the same together with the deposit paid under clause 3.5 above and the differential sum paid under this clause (If any) to the Assignee Bank.

  • Sale and Delivery to Underwriters Closing (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement.

  • 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.

  • Consolidation, Merger, Sale or Purchase of Assets, etc The Credit Parties will not, nor will they permit any Subsidiary to,

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