Examples of Majority Sale in a sentence
The Proposing Stockholders shall provide notice to each of the other Shareholders (a “Drag Along Notice”) of (i) the Proposing Stockholders’ intent to exercise their Drag Along Right in accordance with this article; (ii) the identity of the proposed Purchaser in such Majority Sale and (iii) a summary of the purchase price and other relevant terms and conditions of such Majority Sale, no later than ten (10) days prior to the proposed closing of such Majority Sale.
The Pledgor acknowledges that this Agreement is a material agreement between the Pledgor and the Sellers and is required to be in full force and effect as of the Closing Date as a condition to the Majority Sale pursuant to Section 7.02(a)(iv) of the SPA.
The Guarantor acknowledges that this Guaranty is a material agreement between an Affiliate of the Purchaser and the Sellers and required to be in full force and effect as of (i) the Interim Transfer Date as a condition to the consummation of the Minority Sale pursuant to Section 7.01(a)(iv)(ii) of the SPA and (ii) the Closing Date as a condition to the consummation of the Majority Sale pursuant to Section 7.02(a)(iv)(ii) of the SPA.
Section 7.01(a)(iv) of the SPA contemplates that this Release will be in full force and effect as of the Interim Transfer Date as a condition to the consummation of the Minority Sale and Section 7.02(a)(iv) of the SPA contemplates that this Release will be in full force and effect as of the Closing Date as a condition to the consummation of the Majority Sale.
The obligations of each of the Parties to consummate the Majority Sale shall be subject to the fulfillment or waiver in accordance with this Section, at or prior to the Closing Date of the conditions set out below.
The Proposing Stockholders shall provide notice to each of the other holders (a “Drag Along Notice”) of: (a) the Proposing Stockholders’ intent to exercise their Drag Along Right in accordance with this article; (b) the identity of the proposed Purchaser in such Majority Sale; and (c) a summary of the purchase price and other relevant terms and conditions of such Majority Sale, no later than ten (10) days prior to the proposed closing of such Majority Sale.
The Proposing Stockholders shall provide notice to each of the other Common Stockholders (a “ Drag Along Notice”) of (i) the Proposing Stockholders’ intent to exercise their Drag Along Right in accordance with Section 8.5; (ii) the identity of the proposed Purchaser in such Majority Sale and (iii) a summary of the purchase price and other relevant terms and conditions of such Majority Sale, no later than ten (10) Business Days prior to the proposed closing of such Majority Sale.
If (a) one or more Members (the “Majority Sale Members”) receive a Bona Fide Offer from a party (the “Majority Purchaser”) to purchase all or a portion of such amount of the Units held by the Majority Sale Members (the “Majority Sale Offer”), and (b) the Majority Sale Members desire to accept the Majority Sale Offer, the Majority Sale Members must give written notice thereof to all other Members (“Majority Sale Notice”).
In the event of a Multi-Step FPSH Majority Sale, (i) the Tag-Along Rights pursuant to this Section 2.6.1(b) shall be based upon the price, the form of consideration, and the other material terms pursuant to which such Final Sale is proposed to be made, and (ii) "Offer Shares" shall be deemed to include all shares of Common Stock (A) previously sold by FPSH to the Multi-Step FPSH Majority Buyer and (B) proposed to be sold by FPSH to the Multi-Step FPSH Majority Buyer in the Final Sale.
Landlord may exercise the Put Right by giving written notice of Landlord’s election (the “Put Notice”) no later than the one hundred eightieth (180th) day following the closing of the Majority Sale.