Sale to Third Party Offeror Sample Clauses

Sale to Third Party Offeror. In the event that Capital fails timely to exercise the Capital Purchase Right in accordance with the terms and conditions of this Agreement (whether or not Capital has delivered a Capital Election Notice to Covenant), Covenant shall be free, in its sole discretion, to consummate the sale of the Property Interest to the Third Party Offeror pursuant to the terms and conditions of a definitive agreement of purchase and sale that includes the terms and conditions of the Offer; provided, however, that, in the event that the purchase and sale of the applicable Property Interest is not consummated within the time frame(s) provided in the Offer, then such Property Interest shall once again be subject to the terms and conditions of this Agreement. Notwithstanding anything in this Agreement or in any other agreement to the contrary, Covenant shall not be entitled to accept the Offer and to consummate the Transfer of any Property Interest (i) described in Section l(b)(i)(A) above unless (A) the Offer includes a Transfer of an analogous Property Interest in all of the properties listed in Schedule 1 attached hereto and made a part hereof (the “Affiliate Properties”) from the owners of such properties, which are affiliates of Covenant (the “Affiliate Owners”), and (B) Transfer of the Property Interest and of all such analogous Property Interests owned by the Affiliated Owners are consummated simultaneously, and (ii) described in Section l(b)(i)(B) above unless (A) the Offer includes a Transfer of an analogous Property Interest in all Affiliate Owners, and (B) Transfer of the Property Interest and of all such analogous Property Interests of all such Affiliate Owners are consummated simultaneously. Notwithstanding anything in this Agreement or in any other agreement; to the contrary, the Capital Purchase Right shall apply only in the event that Capital duly exercises such right (or an analogous right) with respect to all Property Interests that are the subject of the Offer.
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Sale to Third Party Offeror. If the Offeree does not give notice in accordance with the provisions of section 5.5 that it is willing to purchase all of the Offered Shares, the rights of the Offeree, subject as hereinafter provided, to purchase the Offered Shares shall forthwith cease and terminate and, subject to compliance with sections 5.11 and 13.2, the Offeror may complete a Transfer of all but not less than all of the Offered Shares to any Third Party Offeror within 150 days after the expiry of the applicable 25 or 20 Business Day period, as the case may be, specified in section 5.5 for the consideration per Offered Share set forth in the Notice and on terms no more favourable than those set forth in the Notice. If the Offered Shares which the Offeree has not agreed to purchase are not Transferred by the Offeror within the 150 day period referred to above and otherwise in accordance with the foregoing provisions of this Article 5, the rights of the Offeree pursuant to this Article 5 shall again take effect and so on from time to time.
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Sale to Third Party Offeror. The Selling Shareholder, and all Rightholders who accept the Tag Along Right after giving effect to Section 2.1.4(i), may sell such portions of their Shares that can be sold under Section 2.1.4(i) to the Third Party Offeror on the terms and conditions of the Third Party Offer; provided, however, that such sale is bona fide and made within sixty (60) days of the expiration of the Tag Along Notice Period. If such sale is not consummated within such 60-day period, the restrictions provided for herein shall again become effective, and no transfer of such Offered Shares may be made thereafter without again offering the same to the other Shareholders in accordance with this Agreement.
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Sale to Third Party Offeror. Notwithstanding anything to the contrary in this Section 10, if the Lessee does not exercise its right of first refusal during the Notice Period in accordance with Section 10.3 above, Lessor may sell, transfer and assign the Aircraft to the Third Party Offeror on the terms and conditions of the Third Party Offer, provided that such sale is bona fide and made within 90 days from the last day of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided in this Section 10 shall again become effective, and no sale, transfer or assignment of the Aircraft may be made thereafter without again offering to sell the Aircraft to the Lessee in accordance with this Section 10. 7 Section 11: MISCELLANEOUS 11.1
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Sale to Third Party Offeror. Each Stockholder and Management Stockholder who accepts the Tag-Along Right may sell its PRO RATA number of Shares (as determined under Section 2.03) and the Selling Stockholder may sell a number of Shares equal to the Selling Stockholder's Offered Shares, less the aggregate number of Shares to be sold by the other Stockholders and Management Stockholders exercising their Tag-Along Right, to the Third Party Offeror on the terms and conditions of the Third Party Offer.
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Sale to Third Party Offeror. Unless the Rightholders elect to purchase all of the Offered Securities pursuant to Section 3.1.3(a), the Selling Securityholder and all Rightholders who elect to participate in the Third Party Offer pursuant to Section 3.1.3(b), may sell such portions of their Shares as can be sold under Section 3.1.3(b) to the Third Party Offeror on the terms and conditions of the Third Party Offer; provided, however, that such sale is bona fide and made prior to or on the Closing Date. If such sale is not consummated prior to or on the Closing Date for any reason, then the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter (other than to a Permitted Transferee or to the Company pursuant to a buy-back provision in an employment, consulting, or other similar agreement with the Company) by the Selling Securityholder without again obtaining the consent of the Series E Holders pursuant to Section 2.4, if applicable, and offering the same to the Rightholders in accordance with this Section 3.1.
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Sale to Third Party Offeror. Unless the other Investors elect to purchase all of the Offered Securities under subsection (4.1), the Selling Investor may sell the Offered Securities to the Third Party Offeror on the terms and conditions of the Third Party Offer; provided, however, that such sale is bona fide and the closing occurs within ninety (90) days of the expiration of the Notice Period. If such sale is not consummated within such 90-day period, the restrictions provided for herein shall again become effective, and no transfer of such Offered Securities may be made thereafter without again offering the same to the other Investors in accordance with this Agreement.
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Related to Sale to Third Party Offeror

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Disclosure to Third Parties (a) Notwithstanding the foregoing provisions of Section 7.1, the Parties may disclose Confidential Information belonging to the other Party:

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

  • Sales to Third Parties Material purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.

  • Third Party Confidential Information Consultant recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Consultant agrees that at all times during the term of this Agreement and thereafter, Consultant owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.

  • Non-Solicitation of Third Parties During the Term of Employment and for a period of 24 months following the Executive’s termination of employment with the Company, the Executive shall not directly or indirectly solicit or otherwise influence any entity with a business arrangement with the Company, including, without limitation, suppliers, sales representatives, lenders, lessors, and lessees, to discontinue, reduce, or otherwise materially or adversely affect such relationship.

  • Unaffiliated Third Parties Nothing herein shall impose any duty upon the Transfer Agent in connection with or make the Transfer Agent liable for the actions or omissions to act of unaffiliated third parties such as, by way of example and not limitation, airborne services, the U.S. mails and telecommunication companies, provided, if the Transfer Agent selected such company, the Transfer Agent shall have exercised due care in selecting the same.

  • Delegation to Third Parties Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.

  • Confidential Information; Non-Solicitation During the Term and any Continuation Period, the Executive covenants and agrees as follows: (a) to hold in a fiduciary capacity for the benefit of the Company and its Affiliates all secret, proprietary or confidential material, knowledge, data or any other information relating to the Company or any of its Affiliates and their respective businesses ("Confidential Information"), which has been obtained by the Executive during the Executive's employment by the Company or any of its Affiliates and that has not been, is not now and hereafter does not become public knowledge (other than by acts by the Executive or representatives of the Executive in violation of this Agreement), and will not, without the prior written consent of the Company or as may otherwise be required by law or legal process, communicate or divulge any such information, knowledge or data to anyone other than the Company and those designated by it; the Executive further agrees to return to the Company any and all records and documents (and all copies thereof) and all other property belonging to the Company or relating to the Company, its Affiliates or their businesses, upon termination of Executive's employment with the Company and its Affiliates; and (b) not to solicit or entice any other employee of the Company or its Affiliates to leave the Company or its Affiliates to go to work for any other business or organization which is in direct or indirect competition with the Company or any of its Affiliates, nor request or advise a customer or client of the Company or its Affiliates to curtail or cancel such customer's business relationship with the Company or its Affiliates.

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