Purchase by Third Party Clause Samples

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Purchase by Third Party. At the option of the board of directors of the Company, the Company may allow all, or any portion greater than 25 percent, of the Warrant or any Common Stock required to be purchased by the Company pursuant to Section 7(a) or 7(b) above, to be purchased directly by any of the Company's shareholders provided, however, that should any of the Company's shareholders fail to make payment of the required purchase price on the designated purchase date, the Company shall be required to purchase such portion of this Warrant or such Common Stock intended to be purchased by such shareholders of the Company.
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Purchase by Third Party. Notwithstanding anything to the contrary, we will be deemed to satisfy our obligations to repurchase notes pursuant to the provisions set forth in this Article 15 if (i) one or more third parties conduct the repurchase offer and repurchase tendered notes in a manner that would have satisfied the obligations of the Company to do the same if conducted directly by the Company and otherwise in the manner set forth in this Article 15; and (ii) a Holder or an owner of a beneficial interest in the Notes would not receive a lesser amount (as a result of taxes, additional expenses or for any other reason) than such Holder or beneficial owner would have received had the Company repurchased the notes.
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Purchase by Third Party. Notwithstanding the foregoing provisions of this Article 15, the Company shall not be required to issue a Fundamental Change Company Notice upon a Fundamental Change if a third party (i) issues a Fundamental Change Company Notice in the manner, at the times and otherwise in compliance with the requirements set forth in Section 15.01(c) applicable to a Fundamental Change Company Notice made by the Company and otherwise complies with the provisions of this Article 15 as if it were the Company, and (ii) purchases and pays for all Debentures validly tendered and not withdrawn pursuant to such Fundamental Change Company Notice.
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Purchase by Third Party. If all of the Offered Shares have not been purchased pursuant to Section 3.3.3, the Offering Stockholder may Transfer all, but not less than all, of the Offered Shares, subject to the provisions of clause (i) of Section 2.2, upon terms that, in the aggregate, are not more favorable to the purchaser than those stated in the Notice, provided that such sale is bona fide and made within 75 days after the date on which the Of fering Stockholder delivers the Second Round Notice to the other Stockholders. If such sale is not consummated within such 75-day period, the restrictions provided for in this Section 3.3 shall again become effective, and no Transfer of Shares pursuant to this Section 3.3 may be made thereafter without again making a First Offer to the Company and the other Stockholders in accordance with the terms and conditions of this Agreement.
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Purchase by Third Party. In the event that ▇▇. ▇▇▇▇▇▇▇▇▇▇ is unable or unwilling to purchase MBI's Interest, the Venkatadris may sell the Property to a third party, and ▇▇. ▇▇▇▇▇▇▇▇▇▇ shall be deemed to have complied with his purchase obligation under this Section if a third party purchaser pays MBI the Termination Purchase Price. MBI shall cooperate with the Venkatadris in effectuating a sale to a third party under the circumstances described herein.
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Purchase by Third Party. Any Offered Shares which are not purchased by the Shareholders or the Corporation as provided herein may be sold to the person, firm, association or corporation named in the Bona Fide Offer, but not at a lower price, or upon more favorable terms to the purchaser, then the price and terms set forth in the Bona Fide Offer. Title to such Offered Shares shall pass not later than ninety (90) days from the latest date on which the Other Shareholders or the Corporation have declined or failed to purchase the Shares. In the event that the selling Shareholder should desire to sell such Shares at a lower price, or upon terms more favorable to the purchaser, than he theretofore offered the Shares to the Other Shareholders or the Corporation, he shall, before he can sell to any such purchaser, again offer the Shares in accordance with the procedure set forth in this Section 6.
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Related to Purchase by Third Party

  • Loans by Third Parties The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including in connection with any acquisition of property) with any Person upon such terms as the General Partner determines appropriate.

  • Acquisition of Stock by Third Party Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities;

  • Infringement by Third Parties Each party shall promptly notify the other in writing of any alleged or threatened infringement of the InNexus Patents and Joint Patents, of which it becomes aware, and: (a) InNexus shall have the right, but not the obligation, to bring, at InNexus' expense and in its sole control, an appropriate action against any person or entity infringing a InNexus Patent directly or contributorily; and if InNexus does not bring such action within ninety (90) days of notification thereof (or such shorter period of time as may be required pursuant to any applicable legislation necessary to preserve its rights in within a particular jurisdiction) to or by Beglend, Beglend shall have the right, but not the obligation, to undertake, at Beglend's expense and in its sole control, such action; and the party not bringing an action under this paragraph shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such party shall cooperate fully with the party bringing such action; (b) with respect to third party infringement of Joint Patents, the parties shall confer and take such action, and allocate expenses and recoveries in such manner, as they may agree; and in the absence of agreement within ninety (90) days of notification thereof, Beglend shall have the right, but not the obligation, to bring, at Beglend's expense and in its sole control, an action against any person or entity infringing a Joint Patent directly or contributorily and InNexus shall have the right to be fully informed regarding any litigation brought thereunder by Beglend, including the status of any settlement activity; (c) notwithstanding anything herein to the contrary, should a party receive notice with respect to a Product under any applicable legislation which, if applicable to that Product, would have the effect of restricting the price, marketability or the ability of such product to be sold on normal commercial terms notwithstanding Regulatory Approval ("Statutory Notice"), then such party shall immediately provide the other party with a copy of such Statutory Notice, and (i) InNexus shall have thirty (30) days from date on which it receives or provides a copy of such Statutory Notice (or such lesser time as may be required under applicable legislation to respond to or contest the application thereof to the Product) to provide written notice to Beglend whether InNexus will bring suit, at its expense, within a forty-five (45) day period from the date of such Statutory Notice (or such lesser time as may be required under applicable legislation; and (ii) should such thirty (30) day period (or shorter period, where required under applicable legislation) expire without InNexus bringing suit or providing such notice of its intention to proceed, then Beglend shall be free to immediately bring suit in its name. (d) the party which is not in control of any action brought pursuant to any of sections (a), (b) or (c) may elect to contribute fifty percent (50%) of the costs of litigation against such third party infringer, by providing written notice to the controlling party within ninety (90) days after such action is first brought; and (i) if the non-controlling party elects to bear fifty percent (50%) of such litigation costs, it shall receive fifty percent (50%) of any damage award or settlement resulting from such action; (ii) if the non-controlling party does not elect to share such litigation costs, it shall not participate in any damage award or settlement resulting from such action. (e) neither party shall settle a claim brought under this Section 8.4 without the consent of the other party, and (i) in the event of any recovery of monetary damages from the third party, whether such damages result from the infringement of InNexus Patents or Joint Patents, such recovery shall be allocated first to the reimbursement of any expenses incurred by the parties in the litigation under this section (including, for the purpose, a reasonable allocation of internal counsel and other expenses), and thereafter as provided in Section 8.4(d); and (ii) if the amount recovered from the third party is less than the aggregate expenses of the parties incurred in connection with such litigation, the recovery shall be shared pro rata between InNexus and Beglend in proportion to their respective expenses.

  • Acquisition of Shares by Third Party Other than Altimar Sponsor II, LLC (the “Sponsor”) or any of its affiliates, any Person that is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the appointment of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the appointment of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition would not constitute a Change in Control under part (iii) of this definition;

  • Claims by Third Parties The obligations and liabilities of an indemnifying party under any provision of this Agreement with respect to claims relating to third parties shall be subject to the following terms and conditions: (a) Whenever any indemnified party shall have received notice that a claim has been asserted or threatened against such indemnified party, which, if valid, would subject the indemnifying party to an indemnity obligation under this Agreement, the indemnified party shall promptly notify the indemnifying party of such claim in the manner described in Paragraph 22; provided, however, that the failure of the indemnified party to give timely notice hereunder shall not relieve the indemnifying party of its indemnification obligations under this Agreement unless, and only to the extent that, such failure caused the damages for which the indemnifying party is obligated to be greater than they would have been had the indemnified party given timely notice. (b) The indemnifying party or its designee will have the right but not the obligation, to assume the defense of any claim described in Paragraph 6 or 7 above, provided, however, the indemnified party shall have the right at its option to defend and to compromise or settle such claim which compromise or settlement shall be made only with the written consent of the indemnifying party, such consent not be unreasonably withheld. If the indemnifying party fails to assume the defense of such claim within 15 days after receipt of notice of a claim pursuant to Paragraph 22, the indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake, at the indemnifying party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for the account and risk of the indemnifying party, subject to the right of the indemnifying party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof and provided, however, that the indemnified party shall not enter into any such compromise or settlement without the written consent of the indemnifying party. In the event the indemnified party assumes defense of the claim, the indemnified party will keep the indemnifying party reasonably informed of the progress of any such defense, compromise or settlement. The indemnifying party shall not be liable for any settlement of any action effected without its consent, but if settled with the consent of the indemnifying party or if there be a final judgment beyond review or appeal, for the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless an indemnified party from and against any loss or liability by reason of such settlement or judgment. Any party who does not undertake the defense of a claim may, at its own expense, retain such additional attorneys and other advisors as it shall deem necessary, which attorneys and advisors will be permitted by the party undertaking such defense, and its attorneys, to observe the defense of such claim.