Sale of Additional Interests Clause Samples

Sale of Additional Interests. (a) The Company hereby grants to Purchaser the option to purchase from the Company (the “Option”) up to an additional five percent (5%) of the outstanding Membership Interests on a fully-diluted basis immediately subsequent to the Option Closing (as defined below) (the “Option Interests”) at a purchase price extrapolated based upon a Company pre-money valuation of $3,000,000 (the “Exercise Price”). The Purchaser may exercise the Option at any time on or after June 30th, 2018 to and including August 31, 2018 (the “Exercise Period”) by delivering written notice thereof to the Company (the “Exercise Notice”). The closing of an exercise of the Option (the “Option Closing”) shall be within ten (10) business days of receipt of the Exercise Notice by the Company. If Purchaser delivers a Purchase Notice to the Company or if the Exercise Notice is not delivered to the Company during the Exercise Period, the Option shall expire, and be null and void and of no further force or effect. The Option Closing shall be conducted pursuant to the terms and provisions of this Agreement as if it were the Initial Closing, and Purchaser shall deliver the Exercise Price in cash or other immediately available funds to the Company and the Company shall issue the appropriate number of Option Interests to Purchaser. (b) By written notice to Purchaser by the Company prior to the first anniversary of the date of this Agreement (the “Second Option Notice”), the Company may grant to Purchaser the option to purchase from the Company (the “Second Option”) up to an additional fifteen percent (15%) of the outstanding Membership Interests on a fully-diluted basis immediately subsequent to the Second Option Closing (as defined below) (the “Second Option Interests”) at a purchase price extrapolated based upon a Company pre-money valuation of $4,000,000 (the “Second Exercise Price”). The Purchaser may exercise the Second Option at any time on or after the first anniversary of the date of this Agreement to and including the date that is 90 days thereafter (the “Second Exercise Period”) by delivering written notice thereof to the Company (the “Second Exercise Notice”). The closing of an exercise of the Second Option (the “Second Option Closing”) shall be within ten (10) business days of receipt of the Second Exercise Notice by the Company. If the Company does not deliver a Second Option Notice, if Purchaser delivers a Second Purchase Notice to the Company or if the Second Exercise Notice is not del...
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Sale of Additional Interests. Seller hereby specifically reserves the right to sell additional interests in the Aircraft for the remaining unsold portion of the Aircraft to such persons, firms or entities as Seller, in its sole discretion, deems acceptable, provided that such Additional Interest Owners execute a management agreement substantially similar to the Management Agreement as well as execute the Owner's Agreement and Master Interchange Agreement, and Buyer shall have no right to object to any such sale by Seller. Upon any such sale by Seller to Additional Interest Owners a tenancy-in-common shall arise among Buyer and such Additional Interest Owners.
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Sale of Additional Interests. The General Partner may, upon terms and conditions agreed upon by the Special Limited Partner, sell limited partnership Interests in the Partnership to individuals and entities who shall become Limited Partners. The ownership interest of the General Partner and the Special Limited Partner shall be diluted on a pro rata basis upon the admission of additional Limited Partners under this Section.
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Sale of Additional Interests. Cheniere agrees that, prior to the exercise of the First Option, it shall and it shall cause Freeport to sell additional interests in Freeport to additional investors only on terms that are no less favorable than those obtained by Contango hereunder. Promptly after the sale of twenty percent (20%) or more of the interests in Freeport to additional investors on terms no less favorable than those obtained by Contango, Cheniere shall deliver to Contango notice thereof, including the financial and other terms of such sales (the "Cheniere Additional Sales Notice"). Notwithstanding anything in this Agreement to the contrary, the Cheniere Additional Sales Notice shall be deemed to have been given to Contango if and only if (i) it is delivered personally, (ii) it has been faxed to Contango, upon electronic confirmation of receipt of such fax (provided such fax is immediately confirmed by overnight mail or delivery service requiring signature by Contango on receipt), or (iii) it is delivered by overnight mail or delivery service requiring signature by Contango on receipt, in which case it shall be deemed delivered on the date the delivery signature is obtained.
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Sale of Additional Interests. (A) In order to raise additional capital, to acquire additional Aircraft or other assets, to redeem or retire Partnership debt, or for any other Partnership purpose, the General Partner is authorized to cause to be issued additional Units or Partnership Interests from time to time to the General Partner, Limited Partners, or to other Persons and to admit such Persons as Additional Limited Partners or security holders in the Partnership. Subject to Section 8.4(D), the General Partner shall have sole and complete discretion in determining the consideration and terms and conditions with respect to any future issuance of Units or any other interests of the Partnership. The General Partner shall have the power, in its sole discretion, without any further consent or approval of any Persons, to amend this Agreement to cause the Partnership to issue Units or Partnership Interests from time to time in one or more classes, or one or more series of such classes for such consideration and on such terms and conditions as the General Partner in good faith determines to be in the best interests of the Partnership, which classes or series shall have such rights, preferences, privileges, and restrictions as shall be fixed by the General Partner in the exercise of its sole discretion, including, without limitation, matters relating to (i) the allocation of items of Partnership income, gain, loss, deduction, and credit to each such class or series of Units or interests; (ii) the right of each such class or series of Units or interests to share in Partnership distributions; (iii) the rights of each such class or series of Units or interests upon dissolution and liquidation of the Partnership; (iv) the price at which and the terms and conditions, if any, upon which each such class or series of Units or interests may be redeemed by the Partnership; (v) the rate at which and the terms and conditions upon which each such class or series of Units or interests may be converted into another class or series of Units or interests of the Partnership, if any such class or series is convertible into other securities of the Partnership; (vi) the terms and conditions upon which each such class or series of Units or interests may be issued, deposited with the Depositary, evidenced by Depositary Receipts, and assigned or transferred; and (vii) the right of each such class or series of Units or interests to vote on Partnership matters, including matters relating to the relative rights, prefer...
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Sale of Additional Interests. Issue or sell (or contract for the issuance or sale of) additional Interests in the Company, except as otherwise specifically permitted in this Agreement or pursuant to option or similar arrangements previously Approved by the Board;
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Related to Sale of Additional Interests

  • Payment of Additional Interest Unless otherwise provided pursuant to Section 2.03, the provisions of this Section 4.06 shall be applicable to Bearer Securities of any series. The Company will, subject to the exceptions and limitations set forth below, pay as additional interest to the Holder of any Bearer Security or Coupon that is a United States Alien such amounts as may be necessary so that every net payment on such Bearer Security or Coupon, after deduction or withholding for or on account of any present or future tax, assessment or other governmental charge imposed upon or as a result of such payment by the United States (or any political subdivision or taxing authority thereof or therein), will not be less than the amount provided in such Bearer Security or Coupon to be then due and payable. However, the Company will not be required to make any such payment of additional interest for or on account of: (a) any tax, fee, assessment or other governmental charge that would not have been imposed but for (i) the existence of any present or former connection between such Holder (or between a fiduciary, settlor or beneficiary of, or a Person holding a power over, such Holder, if such Holder is an estate or a trust, or a member or shareholder of such Holder, if such Holder is a partnership or corporation) and the United States, including such Holder (or such fiduciary, settlor, beneficiary, Person holding a power, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in trade or business or present therein or having or having had a permanent establishment therein or (ii) such Holder's past or present status for United States Federal income tax purposes as a personal holding company, foreign personal holding company or private foundation or other tax-exempt organization with respect to the United States or as a corporation that accumulates earnings to avoid United States Federal income tax; (b) any estate, inheritance, gift, sales, transfer or personal property tax or any similar tax, assessment or other governmental charge; (c) any tax, fee, assessment or other governmental charge that would not have been imposed but for the presentation by the Holder of a Bearer Security or Coupon for payment more than 15 days after the date on which such payment became due and payable or on which payment thereof was duly provided for, whichever occurs later; (d) any tax, fee, assessment or other governmental charge that is payable otherwise than by deduction or withholding from a payment on a Bearer Security or Coupon; (e) any tax, fee, assessment or other governmental charge that would not have been imposed but for a failure to comply with applicable certification, documentation, information or other reporting requirement concerning the nationality, residence, identity or connection with the United States of the Holder or beneficial owner of a Bearer Security or Coupon if, without regard to any tax treaty, such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such tax, assessment or other governmental charge; or (f) any tax, fee, assessment or other governmental charge imposed on a Holder that actually or constructively owns ten percent or more of the combined voting power of all classes of stock of the Company or that is a controlled foreign corporation related to the Company through stock ownership; nor shall additional interest be paid with respect to a payment on a Bearer Security or Coupon to a Holder that is a fiduciary or partnership or other than the sole beneficial owner of such payment to the extent a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner would not have been entitled to the additional interest had such beneficiary, settlor, member or beneficial owner been the Holder of such Bearer Security or Coupon. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of, or premium, if any, or interest on, any Debt Security or payment with respect to any Coupon of any series, such mention shall be deemed to include mention of the payment of additional interest provided for in the terms of such Debt Securities and this Section 4.06 to the extent that, in such context, additional interest is, was or would be payable in respect thereof pursuant to the provisions of this Section 4.06 and express mention of the payment of additional interest (if applicable) in any provisions hereof shall not be construed as excluding additional interest in those provisions hereof where such express mention is not made. If the payment of additional interest becomes required in respect of the Debt Securities or Coupons of a series, at least ten days prior to the first interest payment date with respect to which such additional interest will be payable (or if the Debt Securities of that series will not bear interest prior to its Stated Maturity, the first day on which a payment of principal, and premium, if any, is made and on which such additional interest will be payable), and at least ten days prior to each date of payment of principal, and premium, if any, or interest if there has been any change with respect to the matters set forth in the below-mentioned Officers' Certificate, the Company will furnish the Trustee and each paying agent with an Officers' Certificate that shall specify by country the amount, if any, required to be withheld on such payments to Holders of Debt Securities or Coupons that are United States Aliens, and the Company will pay to the Trustee or such paying agent the additional interest, if any, required by the terms of such Debt Securities and this Section 4.06. The Company covenants to indemnify the Trustee and any paying agent for, and to hold them harmless against, any and all loss, liability or expense reasonably incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by any of them in reliance on any Officers' Certificate furnished pursuant to this Section 4.06.

  • Additional Interests If any Pledgor shall at any time acquire or hold any additional Pledged Interests, including any Pledged Interests issued by any Subsidiary not listed on Schedule I hereto which are required to be subject to a Lien pursuant to a Pledge Agreement by the terms hereof or of any provision of the Revolving Credit Agreement (any such shares being referred to herein as the “Additional Interests”), such Pledgor shall deliver to the Administrative Agent for the benefit of the Revolving Secured Parties (i) a Pledge Agreement Supplement in the form of Exhibit A hereto with respect to such Additional Interests duly completed and executed by such Pledgor and (iii) any other document required in connection with such Additional Interests as described in Section 2(c). Each Pledgor shall comply with the requirements of this Section 21 concurrently with the acquisition of any such Additional Interests or, in the case of Additional Interests to which Section 6.14 of the Revolving Credit Agreement applies, within the time period specified in such Section or elsewhere in the Revolving Credit Agreement with respect to such Additional Interests; provided, however, that the failure to comply with the provisions of this Section 21 shall not impair the Lien on Additional Interests conferred hereunder.

  • Upon Issuance of Additional Securities Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

  • Issuance of Additional Securities Such Grantor will not permit or suffer the issuer of an Equity Interest constituting Pledged Collateral owned by it to issue additional Equity Interests, any right to receive the same or any right to receive earnings, except to such Grantor.

  • Issuance of Additional Partnership Interests The General Partner, in its sole and absolute discretion, may raise all or any portion of the Additional Funds by accepting additional Capital Contributions of cash. The General Partner may also accept additional Capital Contributions of real property or any other non-cash assets. In connection with any such additional Capital Contributions (of cash or property), the General Partner is hereby authorized to cause the Partnership from time to time to issue to Partners (including the General Partner) or other Persons (including, without limitation, in connection with the contribution of tangible or intangible property, services, or other consideration permitted by the Act to the Partnership) additional Partnership Units or other Partnership Interests, which may be Common Units or other Partnership Units issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional, conversion, exchange or other special rights, powers, and duties, including rights, powers, and duties senior to then existing Limited Partner Interests, all as shall be determined by the General Partner in its sole and absolute discretion subject to Maryland law, including without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction, and credit to such class or series of Partnership Interests; (ii) the right of each such class or series of Partnership Interests to share in Partnership distributions; (iii) the rights of each such class or series of Partnership Interests upon dissolution and liquidation of the Partnership; and (iv) the right to vote, including, without limitation, the Limited Partner approval rights set forth in Section 11.2.A; provided, that no such additional Partnership Units or other Partnership Interests shall be issued to the General Partner unless either (a) (1) the additional Partnership Interests are issued in connection with the grant, award, or issuance of shares of the General Partner pursuant to Section 4.3.C below, which shares have designations, preferences, and other rights (except voting rights) such that the economic interests attributable to such shares are substantially similar to the designations, preferences and other rights of the additional Partnership Interests issued to the General Partner in accordance with this Section 4.3.B, and (2) the General Partner shall make a Capital Contribution to the Partnership in an amount equal to any net proceeds raised in connection with such issuance, or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class or (c) the additional Partnership Interests are issued pursuant to a Stock Plan. The General Partner’s determination that consideration is adequate shall be conclusive insofar as the adequacy of consideration relates to whether the Partnership Interests are validly issued and paid. In the event that the Partnership issues additional Partnership Interests pursuant to this Section 4.3.B, the General Partner shall make such revisions to this Agreement (including but not limited to the revisions described in Section 5.4, Section 6.2.B, and Section 8.6) as it determines are necessary to reflect the issuance of such additional Partnership Interests.