DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES Sample Clauses

DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES. 11.1 Default and Involuntary Transfers of Shares 39 11.2 Right to Purchase Pro Rata 40 11.3 Price 40 11.4 Exercise of Involuntary Transfer Option 40 11.5 Closing 40 12.1 Closing Procedures 40 12.2 Time and Place of Closing 40 12.3 Consents 41 12.4 Payment and Delivery 41 12.5 Default of Selling Shareholder 41 12.6 Sale Effective 42 12.7 Non-Completion by Intrawest 42 12.8 Power of Attorney 42 12.9 Consent to Transfer 42 12.10 Entitlement to Purchase Price 43 13.1 Conflict 43 13.2 Transferees to be Bound by Agreement 43 13.3 No Partnership 43 13.4 Time of the Essence 44 13.5 Benefit of the Agreement 44 13.6 Entire Agreement 44 13.7 Amendments and Waivers 44 13.8 Assignment 44 13.9 Termination 44 13.10 Severability 44 13.11 Notices 44 13.12 Governing Law 45
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DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES. In the event that: (1) any Shareholder contravenes section 3.1, 3.3, 3.6, 3.8, 3.9 or 3.11; (2) any Shareholder makes an assignment for the benefit of creditors or is adjudicated bankrupt or insolvent or any Shareholder other than an individual Shareholder takes steps to wind up or terminate its existence; or (3) any proceedings are commenced requesting the sale or transfer of, or a declaration of trust in relation to, any Common Shares of which the Shareholder is the registered owner, whether by operation of law or court order, and whether pursuant to the Family Law Act, R.S.O. 1990, c. F6, any statute of similar purport in any jurisdiction, or otherwise than by voluntary act of such Shareholder (other than the transmission of any Common Shares from a deceased or incompetent Shareholder to the legal representative of such Shareholder); (any such event being herein referred to as an “Involuntary Transfer” and any such Shareholder being herein referred to as an “Involuntary Transferor”), the other Shareholder (the “Other Shareholder”) will have the option (the “Involuntary Transferor Option”), exercisable at any time (i) with respect to (1) above, no sooner than 30 and no later than 60 days after notice by the Other Shareholder has been given to the Involuntary Transferor and only to the extent the relevant contravention has not been subsequently cured, and (ii) with respect to (2) and (3) above prior to the expiration of 30 days after the Other Shareholder has been notified, or has otherwise become aware, of such event, to purchase all or any of the Common Shares of which such involuntary Transferor is the registered owner immediately prior to the Involuntary Transfer (the “Involuntary Transferor Shares”) on the terms set out in this Article 11, provided that where any violation by Holdings of a provision referred to in section 3.9 or 3.11 which is caused by a Holdings Shareholder or an Eligible Holdings Transferee, the Other Shareholder shall only be entitled to purchase that number of Common Shares equal to (i) the number of Common Shares held by Holdings multiplied by (ii) the percentage obtained by dividing (A) the number of Holdings Shares owned by such Holdings Shareholder or Eligible Holdings Transferee immediately prior to the violation of such provision by (B) the number of issued and outstanding Holdings Shares at such time.
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Related to DEFAULT AND INVOLUNTARY TRANSFERS OF SHARES

  • Default Not Exceeding 10% of Firm Units or Option Units If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Units or the Option Units, if the Over-allotment Option is exercised, hereunder, and if the number of the Firm Units or Option Units with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Units or Option Units that all Underwriters have agreed to purchase hereunder, then such Firm Units or Option Units to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Default Not Exceeding 10% of Firm Shares or Option Shares If any Underwriter or Underwriters shall default in its or their obligations to purchase the Firm Shares or the Option Shares, if the Over-allotment Option is exercised hereunder, and if the number of the Firm Shares or Option Shares with respect to which such default relates does not exceed in the aggregate 10% of the number of Firm Shares or Option Shares that all Underwriters have agreed to purchase hereunder, then such Firm Shares or Option Shares to which the default relates shall be purchased by the non-defaulting Underwriters in proportion to their respective commitments hereunder.

  • Default Exceeding 10% of Firm Units or Option Units In the event that the default addressed in Section 6.1 above relates to more than 10% of the Firm Units or Option Units, the Representative may in its discretion arrange for itself or for another party or parties to purchase such Firm Units or Option Units to which such default relates on the terms contained herein. If, within one (1) Business Day after such default relating to more than 10% of the Firm Units or Option Units, the Representative does not arrange for the purchase of such Firm Units or Option Units, then the Company shall be entitled to a further period of one (1) Business Day within which to procure another party or parties satisfactory to the Company and the Representative to purchase said Firm Units or Option Units on such terms. In the event the Representative does not arrange for the purchase of the Firm Units or Option Units to which a default relates as provided in this Section 6, this Agreement may be terminated by the Company without liability on the part of the Company (except as provided in Sections 3.12 and 5 hereof) or the several Underwriters (except as provided in Section 5 hereof); provided, however, that if such default occurs with respect to the Option Units, this Agreement will not terminate as to the Firm Units; and provided further that nothing herein shall relieve a defaulting Underwriter of its liability, if any, to the other several Underwriters and to the Company for damages occasioned by its default hereunder.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Transfer of Shares After Registration; Suspension (a) The Investor agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act except as contemplated in the Registration Statement referred to in Section 7.1 and as described below or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution. (b) Except in the event that paragraph (c) below applies, the Company shall (i) if deemed necessary by the Company, prepare and file from time to time with the SEC a post-effective amendment to the Registration Statement or a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document so that such Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and so that, as thereafter delivered to purchasers of the Shares being sold thereunder, such Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) provide the Investor copies of any documents filed pursuant to Section 7.2(b)(i) as the Investor may reasonably request; and (iii) inform each Investor that the Company has complied with its obligations in Section 7.2(b)(i) (or that, if the Company has filed a post-effective amendment to the Registration Statement which has not yet been declared effective, the Company will notify the Investor to that effect, will use its best efforts to secure the effectiveness of such post-effective amendment as promptly as possible and will promptly notify the Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become effective). (c) Subject to paragraph (d) below, in the event (i) of any request by the SEC or any other federal or state governmental authority during the period of effectiveness of the Registration Statement for amendments or supplements to a Registration Statement or related Prospectus or for additional information; (ii) of the issuance by the SEC or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; or (iv) of any event or circumstance which, upon the advice of its counsel, necessitates the making of any changes in the Registration Statement or Prospectus, or any document incorporated or deemed to be incorporated therein by reference, so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or any omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; then the Company shall deliver a certificate in writing to the Investor (the “Suspension Notice”) to the effect of the foregoing and, upon receipt of such Suspension Notice, the Investor will refrain from selling any Shares pursuant to the Registration Statement (a “Suspension”) until the Investor’s receipt of copies of a supplemented or amended Prospectus prepared and filed by the Company, or until it is advised in writing by the Company that the current Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by reference in any such Prospectus. In the event of any Suspension, the Company will use its best efforts to cause the use of the Prospectus so suspended to be resumed as soon as reasonably practicable within 20 business days after the delivery of a Suspension Notice to the Investor. (d) Notwithstanding the foregoing paragraphs of this Section 7.2, the Investor shall not be prohibited from selling Shares under the Registration Statement as a result of Suspensions on more than two occasions of not more than 30 days each in any twelve month period, unless, in the good faith judgment of the Company’s Board of Directors, upon the written opinion of counsel of counsel, the sale of Shares under the Registration Statement in reliance on this paragraph 7.2(d) would be reasonably likely to cause a violation of the Securities Act or the Exchange Act and result in liability to the Company. (e) Provided that a Suspension is not then in effect, the Investor may sell Shares under the Registration Statement, provided that it arranges for delivery of a current Prospectus to the transferee of such Shares. The Company shall provide such number of current Prospectuses to the Investor as the Investor may reasonably request, and shall supply copies to any other parties reasonably requiring such Prospectuses. (f) In the event of a sale of Shares by the Investor pursuant to the Registration Statement, the Investor must also deliver to the Company’s transfer agent, with a copy to the Company, a Certificate of Subsequent Sale substantially in the form attached hereto as Exhibit A, so that the Shares may be properly transferred.