Right to Sell to Third Party Sample Clauses

Right to Sell to Third Party. If Cabot does not provide Davies with an Acceptance within the 30-day period set forth in Section 10.1(b) hereof (or if Cabot by notice to Davies earlier waives its right to purchase), Davies shall be free, during the 120-day period following Davies' submission of the Offer pursuant to Section 10.1(a) hereof, to convey the Business to the third party identified in the Offer on terms and conditions (including price) no more favorable to the third party than those contained in the Offer. If Davies does not sell the Business within such 120-day period, the Business shall again become subject to this right of first refusal.
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Right to Sell to Third Party. If the Offerees have not accepted the Sale Offer as provided in Section 14.03(c) within the time limits referred to therein, or if the Accepting Offeree(s) have not accepted the Sale Offer as provided in Section 14.03(d)(2) within the time limits referred to therein, the Sale Offer shall be deemed to have been declined by such Offerees and the Offeror shall be free to sell its interest to the maker of said offer at a price and upon terms and conditions not less favorable to the Offeror than those set forth in the Offering Notice within the time period set forth below. If in any instance such Offerees elect not to exercise their rights hereunder or to waive such rights, such election shall not constitute a waiver of the Offerees' right to an Offering Notice in the case of any subsequent offer. If such interest is not so sold and the transfer not consummated within thirty (30) days, unless extended by mutual agreement, from the expiration of the time limits referred to in Section 14.03(c) or Section 14.03(d)(2), as applicable, the relevant interest shall then again become subject to all the provisions of this Section 14.03.
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Right to Sell to Third Party. Subject to compliance with the provisions hereof, including SECTION 4.3 and SECTION 4.5, if (i) all Non-Selling Parties fail to deliver an Election Notice within the time required, (ii) all Non-Selling Parties fail to acquire the Subject Shares before the end of the Negotiation Period and such failure to acquire is not due to the unreasonable delay of the Selling Party or (iii) such negotiations are terminated earlier by agreement between or among the Parties (the earlier to occur is referred to herein as the "LAPSE DATE"), then the Selling Party shall have the right to enter into a transaction with a Third Party to sell the Subject Shares at a price and on terms no more favorable than as set forth in the Acquisition Proposal Notice, provided that such Third Party acquires the Subject Shares within [****] of the Lapse Date (the "SALE PERIOD"). All Parties shall approve such transfer in a shareholders' meeting of EverQ.
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Right to Sell to Third Party. If the options referred to in sections 10.2(b) and 10.2(c) above are not exercised in the aggregate by the Company and the Nonselling Members as to all of the Offered Units within the applicable option periods, then the Offering Member may sell all but not less than all of such remaining Offered Units to the proposed purchaser specified in the Sale Notice at any time within 60 days after the expiration of the Second Option Period, but only at the Third Party Price and on the Third Party Payment Terms originally submitted and only in the event that such non-Member purchaser shall at the time of the purchase have a net worth equal to or greater than the remaining Member. Any non-Member purchaser purchasing Offered Units pursuant to this section shall have no right to participate in the management of the Company except as provided in section 10.14 below. If the remaining Offered Units are not sold by the Offering Member to the proposed purchaser in accordance with this section 10.2(d) or if there is a change in any of the terms of the Third Party Offer, the Offered Units may not be sold to the proposed purchaser unless the Offering Member again fully complies with the provisions of this section 10.2.
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Right to Sell to Third Party. If the Offeree has not timely accepted the offer as provided in subparagraph a. above, the offer shall be deemed to have been declined by the Offeree, and the Offeror shall be free to sell his shares to the third-party maker of the offer at a price and upon terms and conditions not less favorable than those set forth in the Offering Notice within thirty (30) days from the expiration of the right of the Offeree to elect to purchase, and all rights of the Offeree under this section with respect to such stock shall be deemed void and of no further force or effect, but the Offeree shall continue to enjoy the rights granted in this paragraph with respect to any and all subsequent sales. If the said stock is not so sold and the transfer not consummated within said sixty (60) day period, the said stock shall then again become subject to all the provisions hereof.
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Right to Sell to Third Party. If the options referred to in sections 11(f)(ii) and 11(f)(iii) are not exercised by the applicable Nontransferring Members as to all of the Offered Units within the applicable option periods, then the Offering Member may sell all, but not less than all, of the remaining Offered Units to the proposed purchaser specified in the Sale Notice at any time within 60 days after the expiration of the last applicable option period, but only at the Third Party Price and on the Third Party Payment Terms and subject to the restrictions set forth in section 11(k). If the Offered Units are not sold by the Offering Member to the proposed purchaser in accordance with this section 11(f), the Third Party Offer shall be deemed withdrawn and the Offering Member may not sell the Offered Units without again following the procedure set forth in this section 11(f).
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Related to Right to Sell to Third Party

  • Sale to Third Party If the Company, after receiving the Sale Notice, fails to exercise its option as provided in Section 3.2, or if it declines to exercise the same, the Participant shall be entitled to transfer the Vested Shares to the third party on the terms contained in the Offer, and shall be entitled to have his Vested Shares transferred on the books of the Company, but only if the third party purchaser agrees to be bound by the terms of this Agreement applicable to Vested Shares. If the Participant fails to close the transfer of his Vested Shares within sixty (60) days after the option of the Company has expired or been waived, the restrictions contained in this Article III shall again apply and must be met prior to effecting any transfer of Vested Shares. Any transfer of Vested Shares by the Participant to any unaffiliated third party shall comply with all applicable securities laws, and the Company may refuse to transfer any Vested Shares unless it receives such assurance and opinions from legal counsel acceptable to the Company that any such transfer is in compliance with all applicable securities laws.

  • Delegation to Third Parties Except where prohibited by applicable law or regulation, the Sub-Adviser may delegate or may employ a third party to perform any accounting, administrative, reporting and ancillary services required to enable the Sub-Adviser to perform its functions under this Agreement. Notwithstanding any other provision of the Agreement, the Sub-Adviser may provide information about the Adviser and any Fund to any such third party for the purposes of this paragraph, provided that the third party is subject to a confidentiality agreement that specifically prevents the misuse of any such information, including portfolio holdings. The Sub-Adviser will act in good faith and with due diligence in the selection, use and monitoring of third parties and shall be solely responsible for any loss, mistake, gross negligence or misconduct caused by such third party.

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

  • Liability to Third Parties The Member will not have any personal liability for any obligations or liabilities of the Company, whether such liabilities arise in contract, tort or otherwise.

  • Sales to Third Parties Material purchased from the Joint Property by third parties shall be credited by Operator to the Joint Account at the net amount collected by Operator from the buyer. If the sales price is less than that determined in accordance with the procedure set forth in Section 5.2, then approval by the Operating Committee shall be required prior to the sale. Any claims by the buyer for defective materials or otherwise shall be charged back to the Joint Account if and when paid by Operator.

  • No Obligation to Third Parties The execution and delivery of this Agreement shall not be deemed to confer any rights upon, nor obligate either of the parties hereto to, any person or entity not a party to this Agreement.

  • Third Party Data Any statistical, industry-related and market-related data, which are included in the Disclosure Package and the Prospectus, is based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agrees with the sources from which it is derived, and the Company has obtained the written consent for the use of such data from such sources to the extent required.

  • Obligations to Third Parties Each party warrants and represents that this Agreement does not conflict with any contractual obligations, expressed or implied, undertaken with any Third Party.

  • Payments to Third Parties Except as expressly set forth herein, each Party shall be solely responsible for any payments due to Third Parties under any agreement entered into by such Party with respect to the Licensed Product, as a result of activities hereunder.

  • No Liability to Third Parties No person who is or has been a Trustee, officer, or employee of the Trust shall be subject to any personal liability whatsoever to any Person, other than the Trust or its Shareholders, in connection with the affairs of the Trust; and all Persons shall look solely to the Trust Property or Property of a Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust or such Series. Every note, bond, contract, instrument, certificate, Share or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees or any of them in connection with the Trust shall be conclusively deemed to have been executed or done only in or with respect to their or his capacity as Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders shall be personally liable thereon. All Persons extending credit to, contracting with or having any claim against the Trust or a Series shall look only to the assets of the Trust Property or the Trust Property of such Series for payment under such credit, contract or claim; and neither the Trustees, nor any of the Trust's officers, employees or agents, whether past, present or future, shall be personally liable therefor.

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