Right to Proceed with Sale Sample Clauses

Right to Proceed with Sale. In the event that the rights of first refusal and tag along rights provided for in Sections 8.06(e) and 8.07 are not exercised within the prescribed time periods in accordance with said Sections, the Selling Member shall have the right to accept the Qualified Offer in whole (but not in part) and to sell all of the Offered Units, but only in strict accordance with all of the provisions of the Qualified Offer; and only if the sale is fully consummated within 120 days after the expiration of the last of the 30 day periods described in Sections 8.06(e) and 8.07. The Selling Member shall furnish such proof of the completion of the sale and the terms thereof as the Company may reasonably request.
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Right to Proceed with Sale. In the event that the Company and the Remaining Members shall not elect, within the prescribed periods, to purchase all (and not less than all) of the Offered Units or to exercise tag-along rights with respect to the Offered Units pursuant to this Article IX within the prescribed time periods, the Selling Member shall have the right to accept the Qualified Offer in whole (but not in part) and to sell all of the Offered Units, but (i) only in strict accordance with all of the provisions of the Qualified Offer; and (ii) only if the sale is fully consummated within 120 days after the expiration of the last of the 30-day periods described in Sections 9.07. The Selling Member shall furnish such proof of the completion of the sale and the terms thereof as the Company may reasonably request.
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Right to Proceed with Sale. If the rights of the Remaining Members provided for above in this Article VIII are not exercised within the prescribed time periods and all conditions set forth in Section 8.02 have been satisfied, the Selling Member shall have the right to accept the Qualified Offer in whole (but not in part) and to sell all of the Offered Interests, but only in strict accordance with all of the provisions of the Qualified Offer; and only if the sale is fully consummated within 120 days after the expiration of the last of said time periods. The Selling Member shall furnish such proof of the completion of the sale and the terms thereof as the Company may reasonably request. If, at the end of said 120-day period, the Selling Member has not sold the Offered Interests, all of the restrictions on and procedures relating to Transfers set forth in this Agreement shall again come into effect with respect thereto.
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Right to Proceed with Sale. In the event that the Company and the Remaining Members shall not elect, within the prescribed periods, to purchase all (and not less than all) of the Offered Units or to exercise tag-along rights with respect to the Offered Units pursuant to this Article IX within the prescribed time periods, the Selling Member shall have the
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Related to Right to Proceed with Sale

  • Right to Proceed The Sponsor acknowledges the rights of Holders to institute a Direct Action as set forth in Section 2.8(d) hereto.

  • Company Right to Prosecute So long as Company remains the only licensee of the Patent Rights and Biological Materials in the Field, Company shall have the right, under its own control and at its own expense, to prosecute any third party infringement of the Patent Rights in the Field or, together with licensees of the Patent Rights in other fields (if any), to defend the Patent Rights in any declaratory judgment action brought by a third party which alleges invalidity, unenforceability, or non-infringement of the Patent Rights. Prior to commencing any such action, Company shall consult with Medical School and shall consider the views of Medical School regarding the advisability of the proposed action and its effect on the public interest. Company shall not enter into any settlement, consent judgment, or other voluntary final disposition of any infringement action under this Subsection without the prior written consent of Medical School, which consent shall not be unreasonably withheld or delayed. Any recovery obtained in an action under this Subsection shall be distributed as follows: (i) each party shall be reimbursed for any expenses incurred in the action (including the amount of any royalty payments withheld from Medical School as described below), (ii) as to ordinary damages, Company shall receive an amount equal to its lost profits or a reasonable royalty on the infringing sales (whichever measure of damages the court shall have applied), less a reasonable approximation of the royalties that Company would have paid to Medical School if Company had sold the infringing products and services rather than the infringer, and (iii) as to special or punitive damages, the parties shall share equally in any award. Company may offset a total of fifty percent (50%) of any expenses incurred under this Subsection against any royalty payments due to Medical School under this Agreement, provided that in no event shall the royalty payments under Section 4.5. and 4.7., when aggregated with any other offsets and credits allowed under this Agreement, be reduced by more than fifty percent (50%) in any Royalty Period.

  • Notice to Proceed Work shall not commence on this Project until the Director has issued a written Notice to Proceed to the Recipient. Such Notice will not be issued until the Director is assured that the Recipient has complied with the Recipient's responsibilities concerning OEPA plan approval, when applicable. A Notice to Proceed shall be required for all project prime contractors or direct procurement initiated by the Recipient following execution of this Agreement.

  • Right to Reject Orders or Cancel Sales All orders, whether initial or additional, are subject to acceptance by and shall only become effective upon confirmation by the Company, which reserves the right to reject any order. Orders not accompanied by an executed Subscription Agreement and the required check or wire transfer in payment for the Shares may be rejected. Issuance and delivery of the Shares will be made only after actual receipt of payment therefor. If any check is not paid upon presentment, or if the Company is not in actual receipt of clearinghouse funds or cash, certified or cashier’s check or the equivalent in payment for the Shares within 15 days of sale, the Company reserves the right to cancel the sale without notice. In the event an order is rejected, canceled or rescinded for any reason, the Dealer agrees to return to the Dealer Manager any commission theretofore paid with respect to such order.

  • Termination of the Right to Use Upon termination of this Addendum for any reason, any right to use the System and access to the Data Access Services shall terminate and the Fund shall immediately cease use of the System and the Data Access Services. Immediately upon termination of this Addendum for any reason, the Fund shall return to State Street all copies of documentation and other Proprietary Information in its possession; provided, however, that in the event that either party terminates this Addendum or the Custodian Agreement for any reason other than the Fund’s breach, State Street shall provide the Data Access Services for a period of time and at a price to be agreed upon in writing by the parties.

  • Company Right to Purchase For 30 days following its receipt of such Transfer Notice, the Company shall have the option to purchase all or part of the Offered Shares at the price and upon the terms set forth in the Transfer Notice. In the event the Company elects to purchase all or part of the Offered Shares, it shall give written notice of such election to the Participant within such 30-day period. Within 10 days after his or her receipt of such notice, the Participant shall tender to the Company at its principal offices the certificate or certificates representing the Offered Shares to be purchased by the Company, duly endorsed in blank by the Participant or with duly endorsed stock powers attached thereto, all in a form suitable for transfer of the Offered Shares to the Company. Promptly following receipt of such certificate or certificates, the Company shall deliver or mail to the Participant a check in payment of the purchase price for such Offered Shares; provided that if the terms of payment set forth in the Transfer Notice were other than cash against delivery, the Company may pay for the Offered Shares on the same terms and conditions as were set forth in the Transfer Notice; and provided further that any delay in making such payment shall not invalidate the Company’s exercise of its option to purchase the Offered Shares.

  • Right to Settle, Release (a) The liability of Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Bank may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations.

  • Right to Cancel You have a right to cancel this Agreement for a period of fourteen (14) days commencing on the date on which this Agreement is concluded or the date on which you receive this Agreement (whichever is later) (the “Cancellation Period”). Should you wish to cancel this Agreement within the Cancellation Period, you should send notice in writing or electronically to the addresses found in contact us section of our website. Cancelling this Agreement within the Cancellation Period will not cancel any Transaction entered into by you during the Cancellation Period. If you fail to cancel this Agreement within the Cancellation Period, you will be bound by its terms but you may terminate this Agreement in accordance with Clause 17 (Termination Without Default).

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