Voluntary Sales Sample Clauses

Voluntary Sales. A voluntary sale by Landlord to any pubic body or agency having the power of eminent domain, either under threat of condemnation or while condemnation proceedings are pending, shall be deemed to be a taking under the power of eminent domain for the purpose of this Article.
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Voluntary Sales. If a Securityholder (the "Selling Securityholder") wishes to dispose of all or a portion of its Company Securities (the "Offered Company Securities") through a voluntary sale or other disposition of the Common Stock or Debentures owned by the Selling Securityholder, the Selling Securityholder will first offer the Offered Company Securities to the other Securityholders in writing. The Selling Securityholder and the other Securityholders will, in good faith, engage in negotiations to complete the purchase and sale of the Offered Company Securities on terms reasonably acceptable to the Selling Securityholder and the other Securityholders. It is the parties' current intent that if Series B2 Debentures are converted into NSI Common Stock and no liquidity event, such as a public offering involving the Subsidiary's shares, has occurred, that AmerAlia will use commercially reasonable efforts, within a reasonable period of time after the Maturity Date of the Series B Debentures, to (i) purchase such shares, (ii) seek another investor to purchase such shares, or (iii) solicit acquisition offers from third party entities. If AmerAlia offers to buy the shares within 90 days of conversion, AmerAlia shall offer to purchase such shares at the greater of (i) the NSI Share Value multiplied by the number of shares of NSI Common Stock held by Sentient or (ii) the Minimum Price.
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Voluntary Sales. (a) If a Member has received a bona fide written offer stated in terms of cash or cash equivalents from a prospective purchaser of any or all of his Membership Interests (herein referred to as the "Offered Membership Interests"), before accepting such offer, such Member (herein referred to as the "Offering Member") shall offer such Membership Interests in writing to the Company at the price and on the other terms and conditions contained in such offer; provided, however, that the Company shall not be required to meet any non-monetary terms of the offer, including without limitation delivery of other securities in exchange for the Offered Membership Interests. The notice given by the Offering Member shall contain a complete copy of the offer received by him from the bona fide offeror. (b) The Company shall have the right, within thirty (30) days after receipt of such notice, to notify the Offering Member of its election to purchase, specifying the number of interests it desires to purchase. In such notice, the Company shall also fix a closing date not more than thirty (30) days after the date of its notice of election to purchase. (c) Should the Company not desire to purchase the Membership Interests offered, the Company shall promptly communicate the offer for the remaining interests to the other Members who shall have thirty (30) days from the date of such notice within which to notify the Offering Member and the Company of their respective elections to purchase. The other Members shall have the option of purchasing the Membership Interests at the same price and terms as the Company. The closing date of any purchase hereunder by such other Members shall be not more than thirty (30) days after the date of their notice of election to purchase. Any Membership Interests purchased by the other Members shall be purchased in proportion to their holdings. That is, the number of Offered Membership Interests that each other Member shall be entitled to purchase hereunder shall be determined by multiplying the total Offered Membership Interests by a fraction, the numerator of which shall be the number of Membership Interests then owned by the purchasing Member (or which the purchasing Member shall have the right to acquire by reason of a then pending offer to purchase) and the denominator of which shall be the number of Membership Interests then owned by all purchasing Members then participating in such offer. (d) Unless the Company and the other Members agree to pur...
Sample 1
Voluntary Sales. (a) no partial sales or other partial transfers of Interests shall be permitted except to other Project Partnerships; (b) no Project Partnership shall be permitted to sell or otherwise transfer its Interest separately from its Individually-Owned Assets; and (c) no Project Partnership shall have the right to sell or otherwise transfer its entire Interest to any other person or entity that is not a Project Partnership, or surrender its interest in the Cotenancy Assets or any part thereof to the BLM, unless it first offers to sell such Interest to the other Project Partnerships.
Sample 1
Voluntary Sales. Agent and Lenders shall have no obligation to agree to any sale or other transfer of any Property or any other Collateral proposed by Borrowers or Guarantor. If Borrowers or Guarantor propose to enter into a sale or other transfer of any Property or any other Collateral, neither Agent nor Lenders shall have any obligation to consent to it unless they enter into a definitive written agreement to do so on such terms and conditions as they deem appropriate in their sole discretion, including but not limited to the receipt by Agent and Lenders of all or such portion of the net proceeds of such sale or other transfer as they may require in their sole discretion. Neither the Allocated Deficiency Waiver Amount nor the Allocated Principal Release Amount constitutes a release price for which Borrowers or Guarantor are entitled to obtain a release of a Property or any other Collateral from the lien of the Financing Documents. The parties acknowledge that Borrowers and Guarantor are currently negotiating with potential buyers of the Properties located in Pin Oak, Florida and Tequesta, Florida and that any proposed sale of such Properties shall be governed by this Section 3.3. -9- 3.4
Sample 1
Voluntary Sales. (a) If a Member has received a bona fide written offer stated in terms of cash or cash equivalents from a prospective purchaser of any or all of his Membership Interests (herein referred to as the "Offered Membership Interests"), before accepting such offer, such Member (herein referred to as the "Offering Member") shall offer such Membership Interests in writing to the Company at the price and on the other terms and conditions contained in such offer; provided, however, that the Company shall not be required to meet any non-monetary terms of the offer, including without limitation delivery of other securities in exchange for the Offered Membership Interests. The notice given by the Offering Member shall contain a complete copy of the offer received by him from the bona fide offeror.
Sample 1
Voluntary Sales. (a) If a Member has received a bona fide written offer stated in terms of cash or cash equivalents from a prospective purchaser of any or all of his Membership Interests (herein referred to as the "Offered Membership Interests"), before accepting such offer, such Member (herein referred to as the "Offering Member") shall offer such Membership Interests in writing to the Company at the price and on the other terms and conditions contained in such offer; provided, however, that the Company shall not be required to meet any non-monetary terms of the offer, including without limitation delivery of other securities in exchange for the Offered Membership Interests. The notice given by the Offering Member shall contain a complete copy of the offer received by him from the bona fide offeror. If the Offering Member is Xxxxxxx, Xxxxxxx shall also give notice to KC offering to purchase all of KC's Membership Interest for an amount which is the greater of the Call Purchase Price under the Asset Purchase and Membership Interest Agreement or the amount of the bona fide written offer whichever is greater. If KC accepts such offer the purchase shall occur as set forth for a Call sale in Article IX of the Asset Purchase and Membership Interest Agreement.
Sample 1
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Related to Voluntary Sales

  • Voluntary Reductions The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than five (5) Business Days’ prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be irrevocable and effective upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the aggregate principal amount of outstanding Revolving Loans plus outstanding Swingline Loans plus outstanding LOC Obligations would exceed the Revolving Committed Amount then in effect.

  • Voluntary Reduction The Borrower shall have the right at any time and from time to time, upon at least five (5) Business Days prior written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit Commitment, from time to time, in an aggregate principal amount not less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of each Revolving Credit Lender according to its Revolving Credit Commitment Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination.

  • Voluntary and Involuntary Prepayments (a) Any receipt by Lender of principal due under this Note prior to the Maturity Date, other than principal required to be paid in monthly installments pursuant to Section 3, constitutes a prepayment of principal under this Note. Without limiting the foregoing, any application by Xxxxxx, prior to the Maturity Date, of any proceeds of collateral or other security to the repayment of any portion of the unpaid principal balance of this Note constitutes a prepayment under this Note.

  • Voluntary Adjustments To the extent permitted by applicable law and applicable requirements of the Exchange, the Company is permitted to increase the Conversion Rate of the Notes by any amount for a period of at least 20 Business Days if such increase is irrevocable for such period and the Board of Directors determines that such increase would be in the Company’s best interest; provided that the Company must give at least 15 days’ prior notice of any such increase in the Conversion Rate. To the extent permitted by applicable law and applicable requirements of the Exchange, the Company may also (but is not required to) increase the Conversion Rate to avoid or diminish income tax to holders of Common Stock or rights to purchase shares of Common Stock in connection with a dividend or distribution of shares (or rights to acquire shares) or similar event.

  • Voluntary Withdrawal No Member shall have the right or power to Voluntarily Withdraw from the Company and any Member who shall voluntarily withdraw shall be in intentional breach of this Agreement. No Member who shall Voluntarily Withdraw shall be entitled to receive, in liquidation of his Interest, pursuant to Section 25-10 of the Act or otherwise, the fair value of the Member’s Interest on the date of Voluntary Withdrawal.

  • Voluntary Prepayment Subject to the following conditions, the Borrower may prepay the whole or any part of the Loan on the last day of an Interest Period.

  • Voluntary Prepayments (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay any Term Loan in whole or in part without premium or penalty (other than as set forth in clause (b) below); provided that (A) such notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Term Loans of the Lenders in accordance with their respective Applicable Percentages.

  • Voluntary and Mandatory Prepayments Scheduled installments of principal of the Series [ ] New Term Loans set forth above shall be reduced in connection with any voluntary or mandatory prepayments of the Series [ ] New Term Loans in accordance with Sections 5.1 and 5.2 of the Credit Agreement respectively.

  • Discounted Voluntary Prepayments (i) Notwithstanding anything to the contrary set forth in this Agreement (including Section 2.13) or any other Loan Document, the Borrower shall have the right at any time and from time to time to prepay Term Loans to the Lenders thereof at a discount to the par value of such Loans and on a non pro rata basis (each, a “Discounted Voluntary Prepayment”) pursuant to the procedures described in this Section 2.05(e); provided that (A) no proceeds from Revolving Credit Loans shall be used to consummate any such Discounted Voluntary Prepayment, (B) any Discounted Voluntary Prepayment hereunder must be offered to all relevant Term Lenders on a pro rata basis and must be offered simultaneously on a pro rata basis with a “Discounted Voluntary Prepayment” as defined in the other Group Credit Agreements, as applicable on a pro rata basis, (C) no Default shall have occurred and be continuing or would result from such Discounted Voluntary Prepayment, (D) no more than one Discounted Prepayment Option Notice shall be issued and pending at any one time and (E) the Borrower shall deliver to the Administrative Agent, together with each Discounted Prepayment Option Notice, a certificate of a Responsible Officer of the Borrower (1) stating that each of the conditions to such Discounted Voluntary Prepayment contained in this Section 2.05(e) has been satisfied and (2) specifying the aggregate principal amount of Term Loans to be prepaid pursuant to such Discounted Voluntary Prepayment.

  • Voluntary Assent You affirm that no other promises or agreements of any kind have been made to or with you by any person or entity whatsoever to cause you to sign this letter agreement, and that you fully understand the meaning and intent of this letter agreement. You state and represent that you have had an opportunity to fully discuss and review the terms of this letter agreement with an attorney. You further state and represent that you have carefully read this letter agreement, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof and sign your name of your own free act.

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