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.
Sales to Third Parties. Proceeds received from Material purchased from the Property by third parties shall be credited by Paltar to the Operating Account at the net amount collected by Paltar from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in clause 5.2 of this Accounting Procedure, 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 Operating Account if and when paid by Paltar.
Sales to Third Parties. 12 5.1 General........................................................ 12 5.2
Sales to Third Parties. (a) Each Management Stockholder hereby agrees that he or she shall not sell, assign, transfer, convey, pledge or otherwise dispose of (collectively, "Transfer") any Restricted Shares without the prior written consent of the Company, which consent shall have been authorized by a majority of the members of the Board and which consent may be (i) withheld in the sole discretion of the Board, or (ii) given subject to reasonable terms and conditions determined by the Board in its sole discretion. Each Management Stockholder further agrees that in connection with any Transfer consented to by the Company, the Management Stockholder shall, if requested by the Company, deliver to the Company an opinion of counsel in form and substance reasonably satisfactory to the Company and counsel for the Company, to the effect that the Transfer is not in violation of this Agreement, the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state. Any purported Transfer in violation of the provisions of this Section 1 shall be null and void and shall have no force or effect.
Sales to Third Parties. If a Stockholder desires to transfer (a "SELLING STOCKHOLDER") all or any part of the Shares beneficially owned by him or it (the "OFFERED SHARES") in a privately-negotiated transaction pursuant to a bona fide offer or proposed offer (the "PROPOSED OFFER SALE") from a third party or a proposed offer to a third party (the "PROPOSED TRANSFEREE"), the Selling Stockholder shall first submit a written offer (the "OFFER") to sell such Offered Shares first to the Company, and second to the Venture Stockholders (together, the "OFFEREES"), if applicable, on terms and conditions, including without limitation price, not less favorable to the Company and the Offerees than those on which the Selling Stockholder proposes to sell such Offered Shares to the Proposed Transferee or otherwise pursuant to the Proposed Offer Sale in accordance with the provisions of this Agreement. The Offer shall disclose the identity of and, if available, information about the Proposed Transferee, and the terms of the Proposed Offer Sale, the number of Offered Shares proposed to be sold, the total number of Shares owned by the Selling Stockholder, the terms and conditions, including without limitation, price, of the proposed sale, and any other material terms and facts relating to the proposed sale which may be requested by the Company and the Offerees, as the case may be. The Offer shall further state that the Company and the Offerees may acquire, in accordance with the provisions of this Agreement, all of the Offered Shares (but not less than all of the Offered Shares) for the price indicated in the Offer and upon the other terms and conditions, including deferred or installment payment (if applicable), set forth therein. In the event the terms of the Proposed Offer Sale contemplate the payment to the Selling Stockholder of consideration other than cash, the value of such non-cash consideration shall be determined in good faith by the disinterested members of the Company's Board of Directors; provided that if the Proposed Transferee offers the Selling Stockholder (i) securities that are traded on a nationally-recognized stock exchange or quoted on the Nasdaq National Market, then the value of such consideration shall be the average closing sale prices for the 10 consecutive trading days preceding the date of the Offer, or (ii) securities that are traded on the Nasdaq over-the-counter market or Small-Cap market, the value of such consideration shall be the average of the closing bid and clo...
Sales to Third Parties. Upon the earlier to occur of, (x) the expiration of the Second Offer Period, if there are no Accepting Recipients, and (y) 60 days following the expiration of the Second Offer Period, if the Accepting Recipients have failed to enter into definitive agreements with respect to the sale of all of the Offered Securities, then, commencing on the next Business Day (such date, the “Third Party Sale Start Date”), the Selling Member may, within 30 days of the Third Party Sale Start Date, enter into definitive agreements with one or more Persons to Transfer any Offered Securities remaining that are not subject to Transfer in a definitive agreement for consideration having a value not less than the First Offer Price (the “Third Party Agreements”); provided, that (i) any such Transfer must be consummated within 30 days of the date of the Third Party Agreement, subject only to any delays necessary to obtain any applicable Governmental Approval, provided that commercially reasonable efforts are used to secure such Governmental Approval, and (ii) such Third Party Agreement must be, in all material respects, on terms equal to or less favorable than those contained in the First Sale Notice.
Sales to Third Parties. Seller shall not sell or otherwise transfer any Facility Energy, Capacity Rights or Environmental Attributes to any Person other than Buyer. Any purported sale or transfer in violation of this provision shall be null and void at inception and of no force or effect.
Sales to Third Parties. Any Stockholder may Transfer all or a portion of its Equity Securities to a third party, provided that such Transfer is made in compliance with the provisions of Section 1.2 (Right of First Offer) and Section 6.4
Sales to Third Parties. If at any time the Major Stockholder (the "Offeror") desires to sell, transfer, hypothecate, pledge, assign or otherwise dispose of all or any part of his shares pursuant to a bona fide offer from a third party (the "Proposed Transferee"), the Offeror shall submit a written offer (the "Offer") to sell such shares (the "Offered Shares") to the Holders on terms and conditions, including price (the "Offered Price"), not less favorable to the Holders than those on which the Offeror proposes to sell such Offered Shares to the Proposed Transferee. The Offer shall disclose the identity of the Proposed Transferee, the Offered Shares proposed to be sold, the total number of shares owned by the Offeror, the terms and conditions, including the Offered Price and any other material facts relating to the proposed sale and shall include a copy of any written proposal, term sheet or other agreement relating to the proposed transfer. The Offer shall further state that the Holders may acquire, in accordance with the provisions of this Agreement, the Offered Shares for the Offered Price and upon the other terms and conditions, including deferred payment (if applicable), set forth therein. For the purposes of Section 3.1, the Offered Shares shall not include the Xxxx Stock.
Sales to Third Parties. (a) If Lessee exercises its right to arrange for a sale of a Property to a third party pursuant to SECTION 11.1, 11.2 or 11.3, Brazos shall receive the proceeds of sale and:
