Participation Procedures Sample Clauses

Participation Procedures. If the other Stockholders are not required, but are entitled and wish, to participate in such sale (each a "Participating Stockholder"), each Participating Stockholder shall give the Selling Former Senior Noteholders written notice (a "Participation Notice") of its election to participate not later than fifteen (15) days after the date of the delivery of the Sale Notice and specifying the number of Shares which it wishes to sell. If the Selling Former Senior Noteholders receive any Participation Notices, they shall not sell any Shares in such transaction unless the purchaser thereof at the same time purchases from each Participating Stockholder on the same terms and conditions, that number of Shares at least equal to the lesser of: (a) the total number of Shares which such Participating Stockholder specified in its Participation Notice that it wished to sell; or (b) the number of Shares derived by multiplying the total number of Shares then owned by such Participating Stockholder by a fraction, the numerator of which is equal to the number of Shares that are to be purchased by the proposed purchaser from the Selling Former Senior Noteholders and the denominator of which is the aggregate number of Shares owned by the Selling Former Senior Noteholders prior to such sale; provided, the number of Shares to be included by each Participating Stockholder and each Selling Former Senior Noteholders in such sale shall be reduced pro rata based on the number of Shares proposed to be included by each in such sale until the aggregate number of Shares to be sold is equal to the number of Shares that the proposed purchaser desires to purchase.
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Participation Procedures. 1. Contestants will need to fill out an entry form and the Grand Bar staff member will need to attach the receipt from the purchase to the entry form. 2. Multiple entries are accepted. Any incomplete entries and entries that do not conform to the terms of this Agreement shall be disqualified. ▇▇▇▇▇▇▇▇’s decision on the eligibility of any entry and the disqualification of any entry is final and binding. 3. As part of the consideration in entering into the Contest, the contestant unequivocally and unreservedly: a. consents to Stamford’s use of the Personal Information (as defined below); and b. assigns to Stamford the ownership and the use of all intellectual property rights in connection with the Photographs (as defined below) and pursuant to such assignment, the contestant acknowledges, represents and warrants that he/she is the owner of such intellectual property rights and has the absolute right to use the Photographs (as defined below) as he/she deems fit. The contestant further undertakes that he/she shall execute all relevant documents as required by ▇▇▇▇▇▇▇▇, at its sole discretion, in connection with such assignment.
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Participation Procedures. (A) Within ten (10) Business Days after receipt of the First Refusal Expiration Notice, upon written notice (an “Election Notice”) to the Selling Shareholder, the Company and each other Preferred Shareholder, each Preferred Shareholder may elect to include in such proposed Transfer up to the number of Preferred Shares that is equal to the product obtained by multiplying (x) the aggregate number of the Offered Shares subject to the co-sale right hereunder as set forth in the First Refusal Expiration Notice (the “Co-Sale Offered Shares”) by (y) a fraction (the “Preferred Shareholder Pro Rata Percentage”), the numerator of which is the number of Common Shares (calculated on an as converted and fully-diluted basis) held by such Preferred Shareholder (the “Co-Sale Preferred Shareholder”) at the time of the transaction and the denominator of which is the total number of Common Shares (calculated on an as converted and fully-diluted basis) of the Selling Shareholder and the Co-Sale Preferred Shareholder (collectively, the “Co-Sale Shareholders”) at the time of the transaction (the “Preferred Shareholder Co-Sale Pro Rata Portion”). (B) To the extent one or more of the Preferred Shareholders exercise such right of participation in accordance with Section 3(d)(i)(A), the maximum number of Co-Sale Offered Shares that the Selling Shareholder may sell in the proposed Transfer shall be equal to the product obtained by multiplying (x) the Co-Sale Offered Shares by (y) a fraction (the “Selling Shareholder Pro Rata Percentage”), the numerator of which is the number of Common Shares held by such Selling Shareholder at the time of the transaction and the denominator of which is the total number of Common Shares (calculated on an as converted and fully-diluted basis) of the Co-Sale Shareholders at the time of the transaction (the “Selling Shareholder Co-Sale Pro Rata Portion”). (C) The Selling Shareholder shall not consummate any proposed Transfer unless the Purchaser purchases all of the Preferred Shares in the Election Notice upon the same terms and conditions as those contained in the Notice of Sale; provided, that if the number of Common Shares (calculated on an as converted and fully-diluted basis) which the Purchaser elects to purchase is more or less than the Co-Sale Offered Shares, the number of Common Shares (calculated on an as converted and fully-diluted basis) to be sold by each Co-Sale Shareholder shall be reduced on a pro rata basis in accordance with the Prefer...
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Participation Procedures. Within ten (10) Business Days after receipt of the First Refusal Expiration Notice, upon written notice (an “Election Notice”) to the Selling Shareholder, the Company and each other Preferred Shareholder, each Preferred Shareholder may elect to include in such proposed Transfer up to the number of Preferred Shares that is equal to the product obtained by multiplying (x) the aggregate number of the Offered Shares subject to the co-sale right hereunder as set forth in the First Refusal Expiration Notice (the “Co-Sale Offered Shares”) by (y) a fraction (the “Preferred Shareholder Pro Rata Percentage”), the numerator of which is the number of Common Shares (calculated on an as converted and fully-diluted basis) held by such Preferred Shareholder (the “Co-Sale Preferred Shareholder”) at the time of the transaction and the denominator of which is the total number of Common Shares (calculated on an as converted and fully-diluted basis) of the Selling Shareholder and the Co-Sale Preferred Shareholder (collectively, the “Co-Sale Shareholders”) at the time of the transaction (the “Preferred Shareholder Co-Sale Pro Rata Portion”).
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Participation Procedures. In the event that Holdco proposes to undertake an issuance of Additional Securities, it shall send each Shareholder a Participation Offer describing the type of Additional Securities, the price and the general terms upon which Holdco proposes to issue such Additional Securities. Each Shareholder shall have fifteen (15) business days from the date of such Participation Offer to agree to purchase or otherwise acquire, at the price and on the terms specified in the Participation Offer, up to that portion of such Additional Securities as set forth in Section 8(c) by giving written notice to Holdco and stating therein the quantity of Additional Securities to be purchased (not to exceed such Shareholder’s portion of such Additional Securities as set forth in Section 8(c)). In the event that a Shareholder fails to exercise in full these preemptive rights within such fifteen (15) business day period, then Holdco shall have ninety (90) days thereafter to sell the Additional Securities with respect to which the Shareholder’s preemptive rights hereunder were not exercised, at a price and upon general terms not more favorable to the purchasers thereof than specified in the Participation Offer delivered to each Shareholder. In the event that Holdco has not issued and sold the Additional Securities within such ninety (90) day period, then Holdco shall not thereafter issue or sell any Additional Securities without again first making the Participation Offer required by this Section 8.
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Participation Procedures. By written notice (an “Election Notice”) given by any Investor to the Company and the Parent within ten (10) Business Days after receipt of such Notice of Sale, such Investor may elect to include in such proposed Transfer up to the Applicable Percentage of any Common Shares then owned by such Investor. Promptly after the receipt of such Election Notice, the Parent shall use its reasonable best efforts to cause the Purchaser to amend its offer so as to provide for the Purchaser’s purchase, upon the same terms and conditions as those contained in the Notice of Sale, of all of the Common Shares held by each electing Investor (the “Elected Shares”) in such Election Notice elected to be sold. In the event that the Purchaser is unwilling to amend its offer to purchase all of the Elected Shares in addition to or in substitution for some or all of the Common Shares described in the related Notice of Sale, the Parent shall not enter into such proposed transaction, unless the Purchaser shall simultaneously purchase all of the Common Shares from electing Investors on the same terms and conditions as the proposed sale described in the Notice of Sale, if applicable.
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Related to Participation Procedures

  • Auction Procedures (a) In connection with an Auction, the Borrower will provide notification to the Administrative Agent (for distribution to the Term Loan Lenders of the applicable Facility with respect to which such notice relates) of the Auction (an “Auction Notice”), which shall be substantially in the form of Exhibit L. Each Auction Notice shall contain (i) the total cash value of the bid, in a minimum amount of $5,000,000 with minimum increments of $1,000,000 (the “Auction Amount”), unless otherwise agreed by the Administrative Agent, (ii) the name of the relevant Facility or Facilities (which for the avoidance of doubt must be in respect of Term Loans) to which the Auction relates (the “Applicable Term Loan Facility”), (iii) the discount to par, which may be a single percentage or a range of percentages (the “Discount Range”) of the par principal amount of the Term Loans of each Applicable Term Loan Facility that represents the purchase price or range of purchase prices that could be paid in the Auction with respect to such Applicable Term Loan Facility and (iv) the date by which the Term Loan Lenders of the Applicable Term Loan Facility are required to indicate their election to participate in the Auction (the “Reply Date”), which shall be not less than five Business Days after delivery of the Auction Notice. (b) In connection with any Auction, each Term Loan Lender of the Applicable Term Loan Facility or Applicable Term Loan Facilities may, in its sole discretion, participate in such Auction and may provide the Administrative Agent with a notice of participation (the “Return Bid”) on or before the Reply Date, substantially in the form of Exhibit M, which shall specify (i) a discount to par for Term Loans in the Applicable Term Loan Facility that must be expressed as a price (the “Reply Discount”), which must be within the Discount Range, and (ii) a principal amount of Term Loans in the Applicable Term Loan Facility that such Lender is willing to offer for sale at its Reply Discount which must be in increments of $500,000 (the “Reply Amount”). A Term Loan Lender in the Applicable Term Loan Facility may avoid the minimum increment amount condition solely when submitting a Reply Amount equal to such Term Loan Lender’s entire remaining amount of such Term Loans. Term Loan Lenders may only submit one Return Bid per Auction per Applicable Term Loan Facility but each Return Bid may contain up to three component bids only one of which can result in a Qualifying Bid (as defined below). Each Return Bid submitted to the Administrative Agent shall be irrevocable. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Administrative Agent, an Assignment and Acceptance. The Borrower will not have any obligation to purchase any Term Loans at any price. The processing and recordation fees as set forth in Section 12.6 hereof shall not be applicable to any Auctions (it being understood and agreed that other fees may be applicable in connection with any Auction). (c) Based on the Reply Discounts and Reply Amounts received by the Administrative Agent (who shall reasonably promptly provide the Borrower with a copy of all Reply Discounts), the Administrative Agent, in consultation with the Borrower, will calculate the applicable discount (the “Applicable Discount”) for the Auction with respect to each Applicable Term Loan Facility, which will be the highest Reply Discount that is within the Discount Range and, in the event the Auction Amount cannot be paid in full at the highest Reply Discount, the Applicable Discount shall be the highest Reply Discount reducing in order to the lowest Reply Discount that is within the Discount Range which yields a prepayment in an aggregate principal amount equal to the lower of (i) the Auction Amount and (ii) the sum of all Reply Amounts. The Borrower shall purchase Term Loans (or the respective portions thereof) of the Applicable Term Loan Facility from each relevant Term Loan Lender with a Reply Discount that is equal to or greater than the Applicable Discount (“Qualifying Bids”) first to Qualifying Loans specifying the highest Reply Discount, then filling orders going to the next highest Reply Discount and then pro rata at the clearing level. If a Term Loan Lender in the Applicable Term Loan Facility has submitted a Return Bid containing multiple bids at different Reply Discounts, only the bid with the highest Reply Discount that is equal to or greater than the Applicable Discount will be deemed the Qualifying Bid of such Term Loan Lender. Each participating Term Loan Lender will receive notice of a Qualifying Bid as soon as reasonably practicable but in no case later than five Business Days from the date the Return Bid was due. (d) The Borrower may withdraw an Auction at any time. In connection with any Auction, upon submission by a Term Loan Lender of a Return Bid, such Term Loan Lender (each, a “Qualifying Lender”) will be obligated to sell the entirety or its allocable portion of the Reply Amount, as the case may be, at the Applicable Discount. (e) Notwithstanding the provisions of this Section 5.19, the Administrative Agent in consultation with the Borrower, may amend or modify the procedures, notices, bids and Assignment and Acceptance Agreement in connection with any Auction (including, solely with Borrower’s consent), (i) any term to the extent Borrower’s commercial interests will be materially adversely affected by such amendment or modification and (ii) the economic terms to the extent no Term Loan Lenders have validly tendered Term Loans requested in an offer, but excluding economic terms of an auction after any Term Loan Lenders in the Applicable Term Loan Facility have validly tendered Term Loans requested in an offer, other than to increase the Auction Amount or raise the Discount Range; provided that no such amendments or modifications may be implemented after 24 hours prior to the date and time return bids are due. (f) All parties to the relevant repurchases shall render customary “big-boy” disclaimer letters or any such disclaimers shall be incorporated into the terms of the Assignment and Assumption.

  • Selection Procedures In selecting the Loan Assets to be Pledged pursuant to this Agreement, no selection procedures were employed which are intended to be adverse to the interests of the Lenders.

  • Election Procedures (a) Each record holder of Shares (other than Dissenting Shares, if any, Shares owned by Textron and shares to be cancelled in accordance with Section 3.1(b)) issued and outstanding immediately prior to the Effective Time shall be entitled to submit a request specifying the portion of such record holder's Shares which such record holder desires to have converted into (i) the Cash Consideration (a "Cash Election"), (ii) the Stock Consideration (a "Stock Election") or (iii) the Mixed Consideration (a "Mixed Election"), or to indicate that such record holder has no preference as to the receipt of Cash Consideration, Stock Consideration or Mixed Consideration for such Shares (a "Non-Election"). Shares in respect of which a Non-Election is made (including Shares in respect of which such an election is deemed to have been made pursuant to this Section 3.2(a) and Section 3.1(g)) (collectively, "Non-Election Shares") shall be deemed to be Shares in respect of which a Cash Election has been made. (b) Elections pursuant to Section 3.2(a) shall be made on the form of letter of transmittal and form of election (the "Letter of Transmittal and Form of Election") to be provided by the Paying Agent (as defined in Section 3.3(a)) to holders of record of Shares, together with instructions for use in effecting the surrender of the Certificates for payment therefor, as soon as practicable following the Effective Time. The Letter of Transmittal and Form of Election shall specify that delivery shall be effected, and risk of loss and title to the Certificates transmitted therewith shall pass, only upon proper delivery of the Certificates to the Paying Agent. Elections shall be made by mailing to the Paying Agent a duly completed Letter of Transmittal and Form of Election in accordance with Section 3.3(b). To be effective, a Letter of Transmittal and Form of Election must be (i) properly completed, signed and submitted to the Paying Agent at its designated office and (ii) accompanied by the Certificates representing the Shares as to which the election is being made (or by an appropriate guarantee of delivery of such Certificates by a commercial bank or trust company in the United States or a member of a registered national security exchange or of the National Association of Securities Dealers, Inc., provided such Certificates are in fact delivered to the Paying Agent within eight Trading Days after the date of execution of such guarantee of delivery). The Company shall determine, in its sole and absolute discretion, which authority it may delegate in whole or in part to the Paying Agent, whether any Letter of Transmittal and Form of Election has been properly completed, signed and submitted or revoked. The decision of the Company (or the Paying Agent, as the case may be) in such matters shall be conclusive and binding. Neither the Company nor the Paying Agent will be under any obligation to notify any person of any defect in a Letter of Transmittal and Form of Election submitted to the Paying Agent.

  • Termination Procedures The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.

  • Collection Procedures (a) On or before the Closing Date, the Seller and the Purchaser shall have established and shall maintain thereafter the system of collecting and processing Collections of Receivables in accordance with Section 2.02 of the Servicing Agreement. (b) The Seller shall cause all in-store payments to be (i) processed as soon as possible after such payments are received by the Seller but in no event later than the Business Day after such receipt, and (ii) delivered to the Servicer or, if a Daily Payment Event has occurred, deposited in the Collection Account no later than the second Business Day following the date of such receipt. (c) The Seller and the Purchaser shall deliver to the Servicer or, if a Daily Payment Event has occurred, deposit into the Collection Account all Recoveries received by it within two Business Days after the Date of Processing for such Recovery. (d) Any funds held by the Seller representing Collections of Receivables shall, until delivered to the Servicer or deposited in the Collection Account, be held in trust by the Seller on behalf of the Trustee as part of the Trust Estate. (e) The Seller hereby irrevocably waives any right to set off against, or otherwise deduct from, any Collections. (f) The Seller acknowledges that Seller shall not have any right, title or interest in and to any Trust Account.