Sale Rights. 18.1. In the event that Xxxxx Partners, L.P., Xxxxx Partners International III, L.P., Xxxxx Employee Fund III, L.P., Oracle Strategic Partners L.P., Xxxxxxx Xxxxxxx, Chief Executive Officer of the Company or Xxxxx Xxxxxxx, Chief Financial Officer of the Company intends to transfer, directly or indirectly, in one or in a series of related transactions, any shares of the Company's Common Stock owned by it/him or any principal amount of the Existing Debentures or Debentures owned by it/him, such transferor (the "Selling Security Holder") shall notify the Holders in writing of such proposed transfer and its terms and conditions and within 15 business days of the date of such notice, each Holder shall notify the Selling Security Holder if such Holder elects to participate in the proposed transfer described in the written notice provided by the Selling Security Holder (a "Transfer"). Any Purchaser that fails to notify the Selling Security Holder within such 15 business day period shall be deemed to have waived its rights hereunder with respect to the Transfer described in the Selling Security Holder's written notice. Each Holder that notifies the Selling Security Holder that it intends to participate in the proposed Transfer, shall have the right to sell at the same price and on the same terms and conditions as the Selling Security Holder (a) in the case of a sale of shares of the Company's Common Stock by the Selling Security Holder, a number of shares of Common Stock equal to the shares of Common Stock proposed to be sold in the Transfer multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock owned by the Holder (inclusive of all shares underlying the Debentures) and the denominator of which shall be the sum of (i) the Company's outstanding shares of Common Stock, plus (ii) the shares underlying the Debentures and the Existing Debentures, and (b) in the case of the proposed sale of Existing Debentures or Debentures by such Selling Security Holder, the principal amount of the Existing Debentures or Debentures proposed to be sold in the Transfer multiplied by a fraction, the numerator of which shall be the aggregate principal amount of the Debentures owned by the Holder and the denominator of which shall be the aggregate principal amount of the Company's outstanding Existing Debentures and Debentures. Nothing in this Article XVIII shall be construed to limit the ability of the Selling Security Holder to complete the Transfe...
Sale Rights. In the event of a Prohibited Transfer, the Co-Sale Right Holder shall have the right to sell to such Prohibited Transferor the type and number of shares of Common Stock equal to the number of shares the Co-Sale Right Holder would have been entitled to transfer to the third-party transferee(s) under Section 2.6 or 4.1, as the case may be, hereof had the Prohibited Transfer been effected pursuant to and in compliance with the terms hereof (assuming that neither the Company nor Investor would have exercised their purchase rights under Section 2.4 or 2.5). Such sale shall be made on the following terms and conditions: The price per share at which the Common Stock is to be sold to the Prohibited Transferor shall be equal to the greater of (i) 120% of the price per share paid by the third-party transferee(s) to such Prohibited Transferor in the Prohibited Transfer or (ii) an amount equal to 120% of the fair market value of the stock to be sold, determined as of the date immediately prior to the Prohibited Transfer in good faith by the Board of Directors of the Company. The Prohibited Transferor shall also reimburse the Co-Sale Right Holder for any and all fees and expenses, including legal fees and expenses, incurred pursuant to the enforcement of such Investor’s rights under this Section 5.2. Within 90 days after the later of the dates on which the Co-Sale Right Holder received notice of the Prohibited Transfer or otherwise become aware of the Prohibited Transfer, the Co-Sale Right Holder shall, if exercising the rights afforded under this Section 5.2, deliver to the Prohibited Transferor the certificate or certificates representing Common Stock to be sold, each certificate to be properly endorsed for transfer. Such Prohibited Transferor shall, upon receipt of the certificate or certificates for the Common Stock to be sold by the Co-Sale Right Holder pursuant to this Section 5.2, pay the aggregate purchase price therefor and the amount of reimbursable fees and expenses, as specified in Section 5.2(a), in cash or by other means acceptable to such Prohibited Transferor.
Sale Rights. (i) Unless a Public Trading Event (as defined in Paragraph 5C) has occurred, each Purchaser shall have the right as of August 1, 2008 or December 1, 2008, as determined by reference to Paragraph 5C, upon thirty (30) days written notice (a “Sale Notice”) to Metalico, to require Metalico to purchase all or a portion of the Series B Securities of such Purchaser acquired pursuant to this Agreement for consideration equal to, at the option of such Purchaser, either:
Sale Rights. (a) Xxxxxxx Xxxxx and its Affiliates holding any shares of capital stock of the Company shall have the right and option to sell any or all of its shares of capital stock of the Company (including shares of Series B Preferred Stock and Common Stock issued upon the conversion thereof) to the Company at any time for an aggregate purchase price equal to $1.00 (one dollar) by delivery of a written notice to the Company setting forth the number and class of shares to be sold, without the necessity of obtaining the consent or approval of the Company or any other stockholder.
Sale Rights. (a) Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Equity, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Equity for the period of time necessary to permit the Issuer thereof to register such securities or other interests for public sale under the Securities Act, or under applicable state securities laws, even if such Issuer would agree to do so.
Sale Rights. (a) If the Other Group does not, prior to the expiration of the Offer Period (as defined in Section 2.3), elect to buy the Offering Group’s ownership interest, the Offering Group shall, during the Third Party Sale Period (as defined below) market and negotiate for the sale of the ownership interests of both Groups in the Subject Partnerships to third parties (each, a “Third Party”) not affiliated with either Group (a “Third Party Sale”). The “
Sale Rights. If a Prohibited Transfer occurs, the Holder shall have the right to sell to the Shareholder engaging in such Prohibited Transfer that number of Warrant Shares or Convertible Securities owned by the Holder which shall be equal to the number of shares the Holder would have been entitled pursuant to the terms hereof to Transfer to the purchase offeror in the Prohibited Transfer. Such sale shall be made on the following terms and conditions:
Sale Rights. 35 7.2 Company Call; Purchase Price..............................36 7.2.1 Company Call........................................36
Sale Rights. In the event BSMB has exercised its right to request a Qualified IPO under Section 7.1.1, HMTF shall have the right to cause the Company to hire a nationally recognized investment bank for the purpose of marketing the Company for sale (the "Sale Option"), but the Company shall not be required to effect the Requested IPO until the time at which the Sale Option terminates as contemplated in the proviso to the following sentence. If HMTF elects to exercise the Sale Option, HMTF shall deliver a notice to BSMB, within thirty (30) days following the delivery of the IPO Notice to HMTF by BSMB, indicating its intent to exercise the Sale Option and the Company shall thereafter use its reasonable best efforts to sell all of the equity securities or all or substantially all of the assets of the Company (including by way of merger or consolidation); provided that in the event a definitive agreement for the sale of the Company is not entered into within six (6) months after delivery of the notice of Sale Option by HMTF to BSMB, under this Section 7.1.2, the right of the Company to exercise the Sale Option shall terminate and BSMB shall thereafter have the right to require the Company to effect a Qualified IPO in accordance with the terms of Section 7.1.1.
Sale Rights. 13.1 In the event that the Selling Shareholder is any of the BVI, each Preference Shareholder shall have the right to participate in any sale or Disposal to the Proposed Transferee upon the same terms and conditions as set forth by the Selling Shareholder in the Transfer Notice in accordance with the terms and conditions set forth in this Clause 13 and provided that such Preference Shareholder converts all Securities, the subject of such sale, to Ordinary Shares prior to the completion of a sale pursuant to this Clause 13. Each Preference Shareholder shall exercise its right by delivering to the Selling Shareholder, within five (5) Business Days after receipt of the Expiration Notice, written notice of its intention to participate, specifying the number of Ordinary Shares such Preference Shareholder desires to sell to the Proposed Transferee. At the closing of the transaction, such Preference Shareholder shall deliver one or more certificates representing the number of Ordinary Shares which it elects to sell hereunder together with instrument of transfer and other documents necessary for transfer of such Ordinary Shares to the Proposed Transferee, and the Selling Shareholder shall procure that the Proposed Transferee shall pay to such Preference Shareholder a pro rata amount of the purchase price received from the Proposed Transferee. To facilitate the sale and delivery of share certificate of such Ordinary Shares of the selling shareholder, the Company undertakes to the Preference Shareholders that it shall, subject to compliance with all applicable laws, effect and register the conversion of Series A Preference Shares into Ordinary Shares, and provide relevant share certificates therefor to the selling shareholder as soon as practicable upon any request for conversion.
