Approved Sale of the Company Sample Clauses

Approved Sale of the Company. The Shares shall vest in their entirety upon the closing of an Approved Sale that occurs prior to the Final Vesting Date if, immediately prior to such closing, Participant is serving as a director of the Company. "Approved Sale" means a transaction or a series of related transactions with an acquiror which had not previously been a stockholder of the Company (other than as a result of purchasing shares in the public market) which results in a bona fide, unaffiliated change of beneficial ownership of (a) 80% of the Company's common equity securities or (b) all or substantially all of its assets, whether pursuant to the sale of the stock or assets of the Company or any of its subsidiaries, or a merger or consolidation involving the Company or any of its subsidiaries.
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Approved Sale of the Company. (a) If the Board or the holders of a majority of the number of voting Common Units then outstanding approve a sale of all or substantially all of the Company’s assets determined on a consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the outstanding Common Units (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to third party or parties (each such sale, an “Approved Sale”), then each holder of Director Units will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each holder of Director Units will waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of equity securities, each holder of Director Units will agree to sell all of his or her Director Units on the terms and conditions approved by the Board or the holders of a majority of the voting Common Units then outstanding, as the case August be. Each holder of Director Units will take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company. Each holder of Director Units hereby irrevocably constitutes and appoints the Company the true and lawful attorney of such holder, with full power of substitution, in the name of such holder or the Company to give effect to this Section 8, including the execution of any documentation necessary to transfer ownership of Director Units pursuant to an Approved Sale. Each holder of Director Units hereby agrees that the powers granted to the Company in the immediately preceding sentence are coupled with an interest and are irrevocable by any holder of Director Units.
Sample 1
Approved Sale of the Company. In the event of an Approved Sale, each of the Investors will, with respect to all of their Voting Securities, consent to and raise no objections to the Approved Sale, and:
Sample 1
Approved Sale of the Company. In the event that the Sale of the Company is either (a) approved by the Board and consented to by the Requesting Investors, or (b) approved by the Requesting Investors pursuant to, and in accordance with, Section 7.2(c) above (any such sale, and “Approved Sale”), then the Requesting Investors shall give notice to the other Members that either the Company or the Requesting Investors intend to enter into such transaction or transactions involving the Sale of the Company, and that the Requesting Members desire to cause the other Members to participate on a pro rata basis in such transaction on the same terms and conditions as available to the Requesting Members; provided, that the Members shall make Seller Representations and shall participate on a pro rata basis with the other Members in any indemnification obligations related to such transaction (other than with respect to Seller Representations, for which each Member shall be solely responsible). Such notice shall also specify (i) the consideration to be received by the Members and any other material terms and conditions of the proposed transaction, including that all Members will receive in respect of their Shares the same form and amount of consideration per Share, or if any Members are given an option as to the form and amount of consideration to be received, or given a reinvestment opportunity with respect to its proceeds, all Members will be given the same option, (ii) the identity of the other Person or Persons party to the transaction, (iii) the date of completion of the proposed transaction (which date shall be not less than twenty (20) days after the date of the notice) and (iv) the action or actions required of each Member in order to complete or facilitate such proposed transaction (including the sale of a pro rata portion (based on the total number of Shares) of the Shares held by the Members or the voting of all such Shares in favor of any such merger, consolidation or sale of assets and the waiver of any related appraisal or dissenters’ rights). The Requesting Investors and the Company agree to provide any further information about the transaction reasonably requested by any Member, subject to any restrictions on disclosure pursuant to applicable law or contract (unless such Member is willing to agree to the terms of any such contract). Upon receipt of such notice, each Member shall be obligated to take the action or actions referred to in clause (iv) above. All out-of-pocket costs and expens...
Sample 1
Approved Sale of the Company. If at any time Mellon Ventures approves the ---------------------------- sale of the Company to a person other than an affiliate of the Company or Mellon Ventures (whether by merger, consolidation, or sale of all or substantially all of its assets (an "Approved Company Sale" and, together with an Approved Stock Sale, an "Approved Sale"), each Holder will consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Company Sale. Each Holder will take all necessary and desirable actions in connection with the consummation of an Approved Company Sale.
Sample 1
Approved Sale of the Company. (a) If the holders of a majority of the shares of voting Common Stock then outstanding approve a sale of all or substantially all of the Company's assets determined on a consolidated basis or a sale of all (or, for accounting, tax or other reasons, substantially all) of the Company's outstanding Common Stock (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise) to an Independent Third Party or group of Independent Third Parties (each such sale, an "Approved Sale"), then each holder of shares ------------- of Issued Stock will vote for, consent to and raise no objections against such Approved Sale. If the Approved Sale is structured as (i) a merger or consolidation, each holder of shares of Issued Stock will waive any dissenters' rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, each holder of shares of Issued Stock will agree to sell all of his or her Issued Stock on the terms and conditions approved by the holders of a majority of the shares of voting Common Stock then outstanding. Each holder of Issued Stock will take all necessary or desirable actions in connection with the consummation of the Approved Sale as requested by the Company.
Sample 1

Related to Approved Sale of the Company

  • Sale of the Company The term "Sale of the Company" shall have the meaning set forth in the Securityholders Agreement.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • Closing of the Company’s Transfer Books At the Effective Time: (a) all shares of Company Common Stock outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist, and all holders of certificates representing shares of Company Common Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company; and (b) the stock transfer books of the Company shall be closed with respect to all shares of Company Common Stock outstanding immediately prior to the Effective Time. No further transfer of any such shares of Company Common Stock shall be made on such stock transfer books after the Effective Time. If, after the Effective Time, a valid certificate previously representing any shares of Company Common Stock (a "Company Stock Certificate") is presented to the Exchange Agent (as defined in Section 1.7) or to the Surviving Corporation or Parent, such Company Stock Certificate shall be canceled and shall be exchanged as provided in Section 1.7.

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • Purpose of the Company The purpose of the Company shall be to engage or participate in any lawful business activities in which a limited liability company formed in the State of Delaware may engage or participate.

  • Purchase or Sale of Partnership Interests The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests or Derivative Partnership Interests. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.275% of the principal amount thereof plus accrued interest, if any, from March 9, 2022 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

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