Right to Participate in Sales Sample Clauses

Right to Participate in Sales. (a) If requested by the other Stockholder (the "Co-Selling Stockholder") in a written notice (a "Co-Sale Notice") delivered to the Offering Stockholder during the ROFR Acceptance Period, the Co-Selling Stockholder will be permitted to sell in that Third-Party Sale, on the same terms as the Offering Stockholder, up to the number of Securities held by the Co-Selling Stockholder as is specified in the Co-Sale Notice; provided that the number of Securities to be sold by the Co-Selling Stockholder participating in such Third-Party Sale shall in no event exceed the Portion corresponding to such Co-Selling Stockholder. As used herein, "Portion" means, with respect to the Co-Selling Stockholder, the number of Securities beneficially owned by such Co-Selling Stockholder multiplied by a fraction the numerator of which is the number of Securities to be sold by the Offering Stockholder and its Permitted Transferees in such Third-Party Sale and the denominator of which is the aggregate number of Securities beneficially owned by the Offering Stockholder and its Permitted Transferees, without duplication, immediately prior to such Third-Party Sale. If a Co-Selling Stockholder requests to include more Securities than provided under the preceding sentences, the Offering Stockholder will attempt to cause the Third-Party Purchaser to acquire those additional Securities, but will have no liability for the Third-Party Purchaser's refusal to purchase those additional Securities. To the extent that the Third-Party Purchaser is unwilling to purchase all of the Securities proposed to be sold by the Offering Stockholder and the Co-Selling Stockholder, the number of Securities to be sold by each of the Offering Stockholder and the Co-Selling Stockholder shall be reduced to their respective Pro Rata Number of Securities. "Pro Rata Number" means, with respect to the participation of the Offering Stockholder or the Co- Selling Stockholder in a Third-Party Sale, the product of (i) the total number of Securities proposed to be sold by such Stockholder and (ii) a fraction, the numerator of which is the total number of Securities proposed to be purchased by the Third-Party Purchaser, and the denominator of which is the total number of Securities proposed to be sold by both the Offering Stockholder and the Co-Selling Stockholder. Notwithstanding anything to the contrary herein contained, (i) the Co-Selling Stockholder may not deliver to the Offering Stockholder both an Acceptance Notice and...
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Right to Participate in Sales. In the event an Affected Shareholder shall be permitted to sell its Shares to an Offeror pursuant to Section 3.7 hereof, the Affected Shareholder shall give the Non-Affected Shareholders written notice at least twenty (20) days prior to the consummation of any and all such sales. Except as modified hereunder, each Non-Affected Shareholder shall have the right, as a condition of such sale by the Affected Shareholder, to sell to the Offeror, on the same terms and conditions as the Affected Shareholder, that proportion, rounded to the nearest whole number to eliminate fractional shares, of the Shares proposed to be sold by the Affected Shareholder which the number of Shares owned by such Non-Affected Shareholder bears to the number of Shares owned by all Shareholders (including the Affected Shareholder), and the number of Shares that the Affected Shareholder may sell pursuant to such Offer shall be correspondingly reduced. Each Non-Affected Shareholder desiring to participate in any such sale shall notify the Affected Shareholder of such intention within ten (10) days after notice is given in accordance with the first sentence of this Section 3.8.
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Right to Participate in Sales. (a) If at any time a Selling Shareholder desires to Transfer all or any part of the Shares owned by such Selling Shareholder to a proposed Transferee (other than pursuant to a Transfer permit- xxx under Section 2 hereof), and the Shares proposed to be transferred have not been pur- chased or are not subject to purchase under Section 3, the Investors shall have the right to sell to the Proposed Transferee, as a condition to such sale by the Selling Shareholder, at the same price per share and on the same terms and conditions as involved in such sale by the Selling Shareholder, a Pro Rata Portion of the amount of Shares proposed to be sold to the Proposed Transferee. The “Pro Rata Portion” of Shares which an Investor shall be entitled to sell to the Proposed Transferee shall be that number of Shares as shall equal the number of Offered Shares proposed to be sold to the Proposed Transferee multiplied by a fraction, the numerator of which is the aggregate of all Shares which are then held by the Investor, and the denomina- tor of which is the aggregate of (i) all Shares held by the Selling Shareholder and (ii) all Shares which are then held by the Investors wishing to participate on any sale under this Sec- tion 4.
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Right to Participate in Sales. 19 5.1. Right to Participate in Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 5.2. Securities Not Subject to Tag-Along Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 5.3. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
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Right to Participate in Sales. Until such time as there shall occur a Qualified Public Offering, upon compliance by an Offering Founder with the provisions of Section 2.3 hereof and prior to any transfer under Section 2.3 hereof, the Offering Founder shall provide each Holder with written notice (the "TRANSFER NOTICE") of, and the opportunity to participate in, such transfer upon the same Terms as set forth in the original Notification under Section 2.3(b). Any Holder which elects to participate in such transfer shall notify the Offering Founder no later than fifteen (15) days after the date of the Transfer Notice (the "CO-SALE PERIOD")specifying the number of shares which the Holder desires to transfer. The Offering Founder will not transfer any shares of stock held by him in such transaction unless the transferee thereof at the same time purchases from each Holder who elects to participate in the transfer as aforesaid at least the lesser of (1) the number of shares of stock set forth in such Holder's notice to the Offering Founder or (2) that number of shares computed by multiplying the total number of shares of stock to which the proposed transfer relates by a fraction, the numerator of which is the aggregate number of shares of stock owned by such Holder and the denominator of which is the aggregate number of shares of stock owned by all Holders.
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Right to Participate in Sales. Upon compliance by an Offering Holder with the provisions of Section 2(a) through 2(c) hereby and prior to any transfer under Section 2(e) hereof, the Offering Holder shall provide each Offeree with written notice (the "Transfer Notice") of, and the opportunity to participate in, such transfer upon the same terms as set forth in the original Notification under Section 2(b). Any Offeree which elects to participate in such transfer shall notify the Offering Holder not later than fifteen days after receipt of the Transfer Notice, specifying the number of shares of Stock which such Offeree desires to transfer. The Offering Holder will not transfer any shares of Stock pursuant to Section 2(e) in such transaction unless the transferee thereof at the same time purchases from each Offeree Holder who elects to participate in the transfer as aforesaid at least the lesser of (a) the number of shares of Stock set forth in such Offeree Holder's notice to the Offering Holder or (b) that number of shares computed by multiplying the total number of shares of Stock to which the proposed transfer relates by a fraction, the numerator of which is the aggregate number of shares of Stock owned by such Offeree Holder and the denominator of which is the aggregate number of shares of Stock outstanding. Notwithstanding the foregoing, at all times during the term of this agreement Boston Biomedica, Inc. shall be permitted, should it elect to do so in accordance with the notice provisions of this Section 3, to sell a number of shares of stock pursuant to this Section 3 which is not less than the largest number of shares being sold pursuant hereto by any of BioMolecular Assays, Inc., James A. Laugharn and David J. Green, and the number of shares beinx xxxx xx xxx xxxh paxxxxx xxxxx xe reduced on a pro rata basis to accommodate the foregoing entitlement.
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Right to Participate in Sales 
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Related to Right to Participate in Sales

  • Right to Participate in Defense Without limiting Section 10.3.2(a), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment shall be at the Indemnified Party's own expense unless (i) the employment thereof has been specifically authorized by the indemnifying Party in writing or (ii) the indemnifying Party has failed to assume the defense and employ counsel in accordance with Section 10.3.2(a) (in which case the Indemnified Party shall control the defense).

  • Right to Participate The indemnified party agrees to afford the indemnifying party and its counsel the opportunity to be present at, and to participate in, conferences with all persons, including Governmental Authorities, asserting any Indemnity Claim against the indemnified party or conferences with representatives of or counsel for such persons.

  • ELECTION NOT TO PARTICIPATE If the Employer's Plan is a Standardized Plan, the Plan does not permit an otherwise eligible Employee nor any Participant to elect not to participate in the Plan. If the Employer's Plan is a Nonstandardized Plan, the Employer must specify in its Adoption Agreement whether an Employee eligible to participate, or any present Participant, may elect not to participate in the Plan. For an election to be effective for a particular Plan Year, the Employee or Participant must file the election in writing with the Plan Administrator not later than the time specified in the Employer's Adoption Agreement. The Employer may not make a contribution under the Plan for the Employee or for the Participant for the Plan Year for which the election is effective, nor for any succeeding Plan Year, unless the Employee or Participant re-elects to participate in the Plan. After an Employee's or Participant's election not to participate has been effective for at least the minimum period prescribed by the Employer's Adoption Agreement, the Employee or Participant may re-elect to participate in the Plan for any Plan Year and subsequent Plan Years. An Employee or Participant may re-elect to participate in the Plan by filing his election in writing with the Plan Administrator not later than the time specified in the Employer's Adoption Agreement. An Employee or Participant who re-elects to participate may again elect not to participate only as permitted in the Employer's Adoption Agreement. If an Employee is a Self-Employed Individual, the Employee's election (except as permitted by Treasury regulations without creating a Code Section 401(k) arrangement with respect to that Self-Employed Individual) must be effective no later than the date the Employee first would become a Participant in the Plan and the election is irrevocable. The Plan Administrator must furnish an Employee or a Participant any form required for purposes of an election under this Section 2.06. An election timely filed is effective for the entire Plan Year.

  • Election to Participate Participation in the DROP program is irrevocable once an employee begins participation. An employee who wishes to participate in the DROP shall complete and sign such application form or forms as shall be required by the Macomb County Board of Commissioners. Such application shall be reviewed by the Human Resources Department within a reasonable time period and make a determination as to the member’s eligibility for participation in the DROP. On the date upon which the member’s participation in the DROP shall be effective, he/she shall be considered to be a DROP participant and shall cease to be an active member of the Macomb County Employees Retirement System. The amount of credited service, multiplier and final average compensation shall be fixed as of the employee’s DROP date. When an employee’s Final Average Compensation is calculated, any retroactive wages provided shall be counted as if the retroactive wages were paid to the employee when the wages were earned, not when they were received by the employee. Increases or decreases in compensation during DROP participation will not be factored into retirement benefits of active or former DROP participants. DROP participants accrue no service time credit for retirement purposes pursuant to the Macomb County Employees Retirement System. Upon execution of this agreement by the UAW, Xxxxx 000, Xxxx 00 and the County of Macomb, employees who are represented by the UAW, Xxxxx 000, Xxxx 00 and who qualify for DROP participation may file the appropriate application forms with an effective DROP date no sooner than (Expressly contingent upon ratification by the Full Board of Commissioners on December 15, 2005) January 1, 2006.

  • Eligibility to Participate An employee eligible to participate in the State Employee Group Insurance Program, as described in Sections 2A and 2B, may participate in open enrollment. In addition, a person in the following categories may, as allowed in section 5D1 above, make certain changes: (1) a former employee or dependent on continuation coverage, as described in Section 2D, may change plans or add coverage for health and/or dental plans on the same basis as active employees; and (2) an early retiree, prior to becoming eligible for Medicare, may change health and/or dental plans as agreed to for active employees, but may not add dependent coverage.

  • No Participation in Management No Limited Partner (other than a General Partner if it has acquired an interest of a Limited Partner) shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

  • Right to Amend Procedure The Custodian may amend the procedure in relation to the deposit of Bullion only where such amendment is caused by a change in the Rules or procedures of the Relevant Association. The Custodian will, whenever practicable, notify the Trustee and the Sponsor within a commercially reasonable time before the Custodian amends its procedures or imposes additional ones in relation to the transfer of Bullion into and from the Unallocated Account, and in doing so the Custodian will consider the Trustee’s needs to communicate any such change to Authorized Participants and others.

  • Right to Review Tax Returns Upon request, each party shall make available to the other party the portion of Pre-Separation Period Tax Returns that relates to the ALC Group that the first party is responsible for preparing under this Article III.

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