Obligation to Sell. Notwithstanding anything herein to the contrary, if at any time following Optionee's acquisition of shares of Stock hereunder, stockholders of the Company owning 51% or more of the shares of the Company (on a fully diluted basis) (the "CONTROL SELLERS") enter into an agreement (including any agreement in principal) to transfer all of their shares to any person or group of persons who are not affiliated with the Control Sellers, such Control Sellers may require each stockholder who is not a Control Seller (a "NON-CONTROL SELLER") to sell all of their shares to such person or group of persons at a price and on terms and conditions the same as those on which such Control Sellers have agreed to sell their shares, other than terms and conditions relating to the performance or non-performance of services. For the purposes of the preceding sentence, an affiliate of a Control Seller is a person who controls, which is controlled by, or which is under common control with, the Control Seller.
Obligation to Sell. If the National Data Members, in the aggregate ------------------ and as part of a single transaction, should sell any of their Membership Interests in a bona fide transaction to any Third Party, or if National Data, in the aggregate and as part of a single transaction, should sell issue or cause or permit to be issued any equity or debt securities of any Entity which is controlled by NDC (but specifically excluding NDC itself and the Company), such that, as a result of such sale(s) or issuance(s), the Third Party would, together with such Third Party's Affiliates, Beneficially Own directly or indirectly, more than 50% of the Membership Interests in the Company and on terms such that no National Data Member retains any direct or indirect beneficial interest in or option or right over the Membership Interest(s) being disposed of other than as a bona fide creditor with a bona fide security interest therein and that National Data does not retain any direct or indirect beneficial interest in or option or right over the securities being sold or issued other than as a bona fide creditor with a bona fide security interest therein (a "Sale"), the National Data Members may, at their option, except as set forth below in Section 21.3, require MasterCard to participate in such Sale. National Data shall provide written notice of such Sale to MasterCard ("Sale Notice"). The Sale Notice shall identify the purchaser, the amount of Membership Interest, the consideration for which a sale is proposed to be made (the "Sale Price") and all other material terms and conditions of the Sale. MasterCard shall be required, as set forth below, to tender a percentage of its respective Percentage Ownership Interest equal to the percentage of the aggregate Percentage Ownership Interests of all of the National Data Members that the National Data Members intend to sell. MasterCard shall cooperate with the representative of the National Data Members designated in the Sale Notice and shall deliver all documents the representative may reasonably request that may be required to be executed in connection with such Sale. A transfer under this Article 21 is subject to the provisions of Section 18.1 and any transfer made hereunder without the Approval therein required shall be a transfer solely of the economic portion of such Membership Interest, and references in this Article 21 to Membership Interest in such context shall be a reference solely to such economic portion, the remaining rights of s...
Obligation to Sell. Upon a Sale, each Securityholder shall sell, exchange or otherwise transfer his shares of Common Stock in accordance with the terms and conditions of the Sale if such Sale was approved by the Holders of at least a majority of each class of the outstanding Securities. Each Securityholder shall execute such documents and perform such acts, including, without limitation, voting his, her or its shares of Common Stock, as may be reasonably necessary to consummate such transfer of his shares of Common Stock; provided, however, that no Securityholder who is not an officer of the Company shall be required to make any representations or warranties in any such document, other than with respect to the status of such Securityholder's title to its or his share of Common Stock and whether or not it or he is an Accredited Investor (as that term is defined in Rule 501 promulgated by the Securities and Exchange Commission under the Securities Act).
Obligation to Sell. Chevron shall not be obligated to sell or Deliver LSFO to the extent that performance of this Contract is prevented, restricted or delayed by a Contingency [ - - - ].
Obligation to Sell. If there is more than one member of the Purchaser’s Group, the failure of any one member thereof to perform its obligations hereunder shall not excuse or affect the obligations of any other member thereof, and the closing of the purchases from such other members by the Company shall not excuse, or constitute a waiver of its rights against, the defaulting member.
Obligation to Sell. The Secured Party shall have no obligation to sell or otherwise realize upon any of the Collateral as authorized herein, and shall not be responsible for any failure to do so or for any delay in so doing.
Obligation to Sell. Subject to the superceding rights in Section 1.2, in the event the Company or any Shareholder(s) receive(s) a bona fide written offer to purchase all or substantially all of the assets or all of the outstanding Stock of the Company, regardless of the form of the proposed transaction, at the written request of the Company or the selling Shareholder(s) (the "Selling Party"), as the case may be, each Shareholder shall participate pro rata in such sale and/or vote all of such Shareholder's shares of Stock in favor of the transaction, provided that such sale is approved by at least 50.1% of the outstanding shares of Stock, determined on an a fully diluted basis, held by the Shareholders (other than the Selling Party). The Company or the Selling Party, as the case may be, shall give to each Shareholder a notice (an "Obligation to Sell Notice") containing a description of the material terms of such proposed transaction including the name and address of the proposed transferee, the consideration per share offered for such shares by the proposed transferee, the payment terms and closing date, which shall be a date not less than sixty (60) days after the giving of the Obligation to Sell Notice, and including a copy of any written offer, letter of intent, term sheet or contract of sale. All Shareholders shall be treated equally under this Section 2.2. It shall be a condition of the obligation to sell under this Section 2.2 that all facts and circumstances and all material aspects of any transaction under this Section 2.2 shall be disclosed to all Shareholders.
Obligation to Sell. So long as a majority of the Company’s Board of Directors has been designated by the Xxxx/Xxxxxx Group Parties, in the event the Company or any of the Xxxx/Xxxxxx Group Parties receive(s) a written bona fide offer from a Person which is not an Affiliate of Xxxx or Xxxxxx to purchase all or substantially all of the assets of the Corporations or all of the outstanding shares of Stock of the Company, regardless of the form of the proposed transaction, whether by purchase of assets or Stock, merger, tender offer, consolidation or like combination (a “Sale of Control”), at the written request of the Company or the Xxxx/Xxxxxx Group Parties (each a “Selling Party”), as the case may be; all other Shareholders (including any Affiliate of a Shareholder then owning shares of Stock)) shall participate pro rata in such Sale of Control and/or vote all of such Shareholder’sshares of Stock in favor of the transaction. The Selling Party shall give to each of the Shareholders a notice (an “Obligation to Sell Notice”) containing a description of the material terms of such proposed Sale of Control transaction including the name and address of the proposed transferee, the number of shares of Stock to be sold, the consideration per share offered for such shares by the proposed transferee, the payment terms and closing date, which shall be a date not less than sixty (60) days after the giving of the Obligation to Sell Notice, and including a copy of any written offer, letter of intent, term sheet or contract of sale. All Shareholders shall be treated equally under this Section 2.2. It shall be a condition of the obligation to sell under this Section 2.2 that all material facts and circumstances and all material aspects of any transaction under this Section 2.2 shall be fully disclosed.
Obligation to Sell. 3.4.1 If (a) the Board and (b) the Required Preferred Stockholders approve a transaction in which all of the Equity Securities would be sold or exchanged (in a merger, business combination or otherwise) in a bona fide arms-length transaction to a Third Party (other than a public offering under the Act) or a bona fide arms-length transaction with a Third Party which would constitute a Deemed Liquidation Event (as defined in the Charter) (the “Recommended Transaction”), the Stockholders shall be obligated to, and shall, Transfer to such Third Party all Equity Securities owned by such Stockholder, if applicable, on the terms and conditions of such Recommended Transaction.
Obligation to Sell. If there is more than one member of the Executive’s Group, the failure of any member thereof to perform its obligations under this Article V shall not excuse or affect the obligations of any other member thereof, and the closing of the purchases from such other members by the Company shall not excuse, or constitute a waiver of its rights against, the defaulting members. The Company reserves its rights to take all action necessary to cause the defaulting members to perform its obligations under this Article V and the Executive hereby acknowledges the Company’s right to have the provisions of this Agreement specifically performed. If the defaulting member fails to timely perform its obligations under this Article V, the Company shall cause the books and records of the Company to show that such Securities are subject to the provisions of this Article V and that such Securities shall be Transferred to the Company immediately upon surrender for Transfer by the holder thereof.
