Approved Sales Sample Clauses

Approved Sales. (d) If the Members representing a Majority Interest approve the sale of the Company to a Person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding Membership Interests) (an “Approved Sale”), each Member and Permitted Transferee will consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, and if the Approved Sale is structured as a sale of Membership Interests, each Member and Permitted Transferee will agree to sell and will be permitted to sell all of such Member’s and Permitted Transferee’s Membership Interest on the terms and conditions approved by the Members representing a Majority Interest. Each Member and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Approved Sales. 1.8.1 Sections 12.1.2 and 12.1.3 of the Loan Agreement are deleted and replaced with the following:
Sample 1
Approved Sales. (a) If the Board approves the sale of the Company to a Person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding Units) (an "APPROVED SALE"), each Member and Permitted Transferee will consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, and if the Approved Sale is structured as a sale of Units, each Member and Permitted Transferee will agree to sell and will be permitted to sell all of such Member's and Permitted Transferee's Units on the terms and conditions approved by the Board of Directors. Each Member and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale.
Sample 1
Approved Sales. If the Board and the Stockholders holding a Controlling Interest in the Stockholder Shares approve a Sale of the Company (the "APPROVED SALE") then each Stockholder shall 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 Stockholder shall waive any dissenters rights, appraisal rights or similar rights in connection with such merger or consolidation or (ii) a sale of stock, each Stockholder shall agree to sell all of such Shareholder's Stockholder Shares and rights to acquire Stockholder Shares on the terms and conditions approved by the Board and the Stockholders holding a Controlling Interest. Each Stockholder shall take all actions, at the Company's expense, reasonably requested by the Company in order to consummate the Approved Sale.
Sample 1
Approved Sales. (a) If the General Partner approves the sale of the Partnership to a Person (whether by merger, consolidation, sale of all or substantially all of its assets or sale of all of the outstanding Percentage Interests) (an "APPROVED SALE"), each Partner and Permitted Transferee will consent to, vote for, and raise no objections against, and waive dissenters and appraisal rights (if any) with respect to, the Approved Sale, and if the Approved Sale is structured as a sale of Percentage Interest, each Partner and Permitted Transferee will agree to sell and will be permitted to sell all of such Partner's and Permitted Transferee's Percentage Interest on the terms and conditions approved by the General Partner. Each Partner and Permitted Transferee will take all necessary and desirable actions in connection with the consummation of an Approved Sale.
Sample 1
Approved Sales 
Sample 1

Related to Approved Sales

  • Approved Sale If the Board of Directors of the Company (the “Board”) shall deliver a notice to Grantee (a “Sale Event Notice”) stating that the Board has approved a sale of all or a portion of the Company (an “Approved Sale”) and specifying the name and address of the proposed parties to such transaction and the consideration payable in connection therewith, Grantee shall (i) consent to and raise no objections against the Approved Sale or the process pursuant to which the Approved Sale was arranged, (ii) waive any dissenter’s rights and other similar rights, and (iii) if the Approved Sale is structured as a sale of securities, agree to sell Grantee’s Shares on the terms and conditions of the Approved Sale which terms and conditions shall treat all stockholders of the Company equally (on a pro rata basis), except that shares having a liquidation preference may, if so provided in the documents governing such shares, receive an amount of consideration equal to such liquidation preference in addition to the consideration being paid to the holders of Shares not having a liquidation preference. Grantee shall take all necessary and desirable lawful actions as directed by the Board and the stockholders of the Company approving the Approved Sale in connection with the consummation of any Approved Sale, including without limitation, the execution of such agreements and such instruments and other actions reasonably necessary to (A) provide the representations, warranties, indemnities, covenants, conditions, non-compete agreements, escrow agreements and other provisions and agreements relating to such Approved Sale and, (B) effectuate the allocation and distribution of the aggregate consideration upon the Approved Sale, provided, that this Section 8 shall not require Grantee to indemnify the purchaser in any Approved Sale for breaches of the representations, warranties or covenants of the Company or any other stockholder, except to the extent (x) Grantee is not required to incur more than its pro rata share of such indemnity obligation (based on the total consideration to be received by all stockholders that are similarly situated and hold the same class or series of capital stock) and (y) such indemnity obligation is provided for and limited to a post-closing escrow or holdback arrangement of cash or stock paid in connection with the Approved Sale.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Completed Sale A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed subscription agreement, together with payment of the full purchase price of each purchased Share, from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a shareholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, and no commission or dealer manager fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected.

  • Subsequent Equity Sales (a) From the date hereof until 90 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

Time is Money Join Law Insider Premium to draft better contracts faster.