Permitted Sales Sample Clauses
The Permitted Sales clause defines the specific circumstances under which a party is allowed to sell certain goods, products, or assets, despite other restrictions that may exist in the agreement. Typically, this clause outlines the types of sales that are exempt from general prohibitions, such as sales to particular customers, within certain territories, or under specified conditions. By clearly delineating these exceptions, the clause ensures that both parties understand which transactions are allowed, thereby preventing disputes and providing flexibility within the contractual relationship.
Permitted Sales. Following the termination of the Merger Agreement, a party shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of the other party, by a majority of the members of the Board of Directors of such other party, which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer.
Permitted Sales. Following the termination of the Merger Agreement, Parent shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the holders of Company Common Stock by a majority of the members of the Board of Directors of the Company.
Permitted Sales. Following the termination of the Merger Agreement, Trenwick shall be permitted to sell or transfer any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer or merger that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the shareholders of Chartwell, by a majority of the members of the Board of Directors of Chartwell (which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer or merger).
Permitted Sales. Following the termination of the Merger Agreement, USWeb shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made (i) pursuant to a tender or exchange offer or other business combination transaction that has been approved or recommended, or otherwise determined to be fair to and in the best interests of the holders of CKS Common Stock, by a majority of the members of the Board of Directors of CKS, or (ii) subject to Section 8(c) or (d) as the case may be, to a person who, immediately following such sale, would beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act), either alone or as part of a "group" (as used in Rule 13d-5 under the Exchange Act), not more than ten percent (10%) of CKS's outstanding voting securities, which person is a passive institutional investor who would be eligible under Rule 13d-1(b)(1) under the Exchange Act to report such holdings of Restricted Shares on Schedule 13G under the Exchange Act.
Permitted Sales. The Company’s Board of Directors has waived the restrictions set forth in the Company’s Amended and Restated Bylaws, as amended (the “Bylaws”), with respect to the sale by you of an aggregate of up to $20,000,000 of Common Stock currently owned by you, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, The RRl Trust, The RR2 Trust, The RR3 Trust, The COMPASS 2015 GRAT and The COMPASS 2017 GRAT (including any sales which have been consummated by you since January 1, 2020, and including any sales which have not yet been consummated, notwithstanding that they may be currently in negotiation). This waiver is subject to (i) the price paid by the buyer per share for the Common Stock in any such sale being not less than $100.27 per share and not greater than $138.84 per share, (ii) all such sales being consummated pursuant to a stock transfer agreement in a form based on that attached as Exhibit D (the “Form Stock Purchase Agreement”) with such changes that are not adverse to the Company or as otherwise agreed in writing by the Company (as so modified, the “Modified Stock Purchase Agreement”) and wherein the buyer will agree that the shares will remain subject to all transfer restrictions applicable to the shares as set forth therein and (iii) all such sales being consummated on or prior to September 10, 2020. You acknowledge that the Company will not be responsible for paying any brokers’, finders’ and other fees and costs associated with all such sales, and you and the Company acknowledge that the per-share prices noted in this Section 5 above are calculated as though no such fees are payable. The Company acknowledges that it has waived the restriction on transfer set forth in the Company’s by-laws, has waived its right of first refusal, and has received executed waivers of rights of first refusal and co-sale from required stockholders, as necessary for the closing conditions described in Section 2.3(c)(iii) and 2.3(d)(ii) of the Form Stock Purchase Agreement to be fulfilled and satisfied as to the Company and its stockholders with respect to sales permitted by this Section 5. Upon your request, the Company agrees to promptly return a signed counterpart to any Modified Stock Purchase Agreement meeting the requirements of this Section 5. Further, (i) you agree that you will use reasonable efforts to subject the transferred shares to a proxy in substantially the form attached to the Form Stock Purchase Agreement (it being understood that the Company will return its signed counterpart ...
Permitted Sales. With respect to any Equity Securities that are not subscribed for by Major Investors after the end of the twenty (20) day period specified in Section 3.2, the Company may, during a period of ninety (90) days following the end of such period, offer and sell such Equity Securities to other persons upon terms and conditions not less favorable to the Company than those set forth in the Offer Notice to the Major Investors. In the event the Company has not entered into a definitive agreement for the sale of the Equity Securities within said 90-day period, or if such agreement is not consummated within thirty (30) days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3.
Permitted Sales. With respect to any Equity Securities that are not subscribed for by the Major Investors after the end of the ten (10) day period specified in Section 3.2, the Company may, during a period of ninety (90) days following the end of such period, offer and sell such Equity Securities to other persons upon terms and conditions not less favorable to the Company than those set forth in the notice to the Major Investors. In the event the Company has not entered into a definitive agreement for the sale of the Equity Securities within said ninety (90) day period, or if such agreement is not consummated within thirty (30) days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3.
Permitted Sales. Following the termination of the Reorganization Agreement, Acquiror shall be permitted to sell any Restricted Shares beneficially owned by it if such sale is made pursuant to a tender or exchange offer that has been approved or recommended, or otherwise determined to be fair and in the best interests of the stockholders of Target, by a majority of the members of the Board of Directors of Target (which majority shall include a majority of directors who were directors prior to the announcement of such tender or exchange offer).
Permitted Sales. (a) Subject to Section 11.2(c) hereof, in the event that (i) Swiss Re fails to exercise the option provided under Section 11.1 hereof (the "Option") during the Option Period or (ii) Swiss Re notifies the Company in writing that it will not exercise such option during the Option Period, then the Company shall have the right, for a period of sixty (60) days following the earlier of the last day of the Option Period or the date when such notice is given (if any), to sell, on terms no more favorable than those available to Swiss Re, to one or more institutional investors (the "Investors") shares of Series A Preferred Stock and Warrants which were subject to the Option, but which were not purchased by Swiss Re during the Option Period (or as to which Swiss Re has notified the Company that it will not purchase) (such shares and Warrants, the "Available Securities").
(b) Subject to Section 11.2(c) hereof, on and after October 4, 1996 until March 31, 1997, the Company shall have the right to sell, in addition to the Available Securities pursuant to Section 11.2(a) hereof, up to 10,000 shares of Series A Preferred Stock and warrants, (the "Second Round Securities") to one or more institutional investors (the "Second Round Investors"). The number of warrants which the Company may sell as Second Round Securities shall be limited to the lesser of 1,400,000 or such number of shares as shall on a fully diluted basis represent a percentage of the outstanding Common Stock of the Company equal to the product of 100 and a fraction, the denominator of which shall be the sum of (i) the estimated total stockholders' equity of the Company as of the end of the most recent fiscal quarter of the Company preceding the additional purchase by such Second Round Investors plus (ii) $10,000,000 plus (iii) the amount of any other equity investment contemporaneous with Swiss Re's additional investment, and the numerator of which shall be 10,000,000. The exercise price of any warrants sold by the Company as Additional
Permitted Sales. (1) In the event a Limited Partner receives a bona fide offer (the “Offer”) for the purchase of all or a part of his or her interest in the Partnership (the “Offered Interest”), the Limited Partner shall either refuse the Offer or give the General Partner written notice setting out full details of the Offer, which notice shall, among other things, specify the name of the offeror, specify the Offered Interest covered by the Offer, terms of payment, including whether the Offer is for cash or credit, and, if on credit, the time and interest rate, as well as any and all other consideration being received or paid in connection with the proposed transaction, as well as any and all other terms, conditions, and details of the Offer.
(2) Upon receipt of the notice with respect to the Offer, the General Partner shall notify in writing the other members of the Limited Partnership regarding the terms of the Offer. The Partners shall have the option to match the Offer and purchase the Offered Interest as hereinafter provided. Should any individual Partner or group of Partners decide to exercise the option of purchase, notification of this decision shall be given in writing to the General Partner to be transmitted to the selling Limited Partner within ten (10) days of notification by the General Partner, and the sale and purchase of the Offered Interest shall be closed within thirty (30) days thereafter. The entire Offered Interest must be purchased and shall be purchased prorata among the willing Partners, except as otherwise agreed by the willing Partners. If none of the Partners decide to exercise this option of purchase, the selling Limited Partner shall be so notified in writing by the General Partner and shall be free to sell the Offered Interest. The sale, if permitted, shall be made strictly upon the terms and conditions of the Offer and to the person described in the required notice from the selling Limited Partner to the General Partner.
(3) Any assignment made to anyone not already a Partner shall be effective only to give the assignee the right to receive the share of profits to which the assignor would otherwise be entitled, shall not relieve the assignor from liability for additional contributions of capital, shall not relieve the assignor from liability under the provisions of this Agreement, and shall not give the assignee the right to become a substituted Limited Partner. Neither the General Partner nor the Partnership shall be required to state the tax...