Sale Right Sample Clauses
Sale Right. (a) If after the occurrence of a Change of Control of Nevada Moly or General Moly (i) on or before December 31, 2010, Nevada Moly or the transferee or surviving entity after the Change of Control of Nevada Moly or General Moly (the “Surviving Entity”), does not initiate full construction of the Project as then contemplated in either the Bankable Feasibility Study or an approved Program and Budget by December 31, 2010, or (ii) after December 31, 2010, Nevada Moly or the Surviving Entity fails, for a period of twelve (12) consecutive months, subject to an event of Force Majeure, to use Standard Mining Industry Practice in connection with the Development and Operation of the Project as then contemplated in either the Bankable Feasibility Study or in an approved Program and Budget, then, in each such case, POS-Minerals shall have the right (but not the obligation) to send a notice (a “Put Notice”) to the Surviving Entity, in which case the Surviving Entity, or one more other Persons designated by the Surviving Entity, shall be obligated to purchase all, but not less than all, of the Membership Interests of POS-Minerals for the Put Price with respect to the applicable Membership Interests. The purchase and sale pursuant to this Section 14.6 shall take place at a closing in accordance with the following terms: (i) the Put Price shall be payable at the closing in immediately available funds in United States dollars or as provided in Section 14.6(c), (ii) the closing shall occur no more than sixty (60) days after the delivery of the Put Notice; provided that all necessary approvals of Governmental Authorities have been obtained, with an effective date of the first day of the month in which the closing occurs, and (iii) the Membership Interests of POS-Minerals shall be conveyed free and clear of all Encumbrances created by, through or under POS-Minerals.
(b) The “Put Price” for purposes of this Section 14.6 shall be an amount equal to the sum of (i) the aggregate amount of capital contributions made by POS-Minerals to the Company prior to the date of closing, multiplied by one hundred twenty percent (120%), plus (ii) an amount calculated like interest at a rate of ten percent (10%) per annum on one hundred twenty percent (120%) of each capital contribution made by POS-Minerals to the Company, as if one hundred twenty percent (120%) of each such capital contribution were loaned to Nevada Moly on the date of each such capital contribution and repaid on the closing of...
Sale Right. If the Moulin Entities do not purchase all of the Put Securities at the Put Price on or before the last day of the Put Closing Period, then the GGC Entities shall have a right to cause the Stockholders to sell all of the Equity Securities of the Company at any time thereafter in accordance with Section 2.5 of the Stockholders Agreement. Such a sale shall be considered a “Company Sale” under the Stockholders Agreement and all of the terms and conditions of Section 2.5 of the Stockholders Agreement shall apply to such a sale.
Sale Right. If Migration has not occurred on a timely basis or prior to the second (2nd) anniversary of the Closing, and if OEP receive bona fide offer to acquire at least fifty percent (50%) of any Subsidiary’s issued and outstanding equity securities or assets or at least fifty percent (50%) of the Company’s assets, in either case, whether structured as a merger, consolidation, share exchange, asset purchase or otherwise (a “Company Sale”), if a notice of intent to effect the Company Sale is delivered to each Executive Shareholders by OEP then the Executive Shareholders hereby agree to promptly vote their Equity Securities and take all other requisite or desirable actions to approve, participate in and cooperate to effect, and shall promptly cause the Company and the Board of Directors to approve and effect, the Company Sale.
Sale Right. In the event that each of the Post-Closing Conditions are not met on or before April 15, 1997 (the "Section 7.2 Exercise Date"), the Investors will have the right to sell the Shares purchased herein to the Company by notifying the Company in writing (the "Notice") of its intention to sell Shares back to the Company and the Company shall be required to repurchase such Shares at a price of $14.00 per share plus interest accrued in the Segregated Account from the Investors within two (2) Business Days of receipt of such Notice. The Investors may elect to exercise such right by notifying the Company in writing of their intention to sell such shares to the Company. The Closing of such sale and purchase shall take place at 10:00 a.m. at the offices of ▇▇▇▇▇▇ & Carnelutti, at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, within two (2) Business Days of receipt of such Notice. The Company shall pay the purchase price in immediately available funds against delivery of such Shares and such certificates representing the Shares shall be duly endorsed to the Company or accompanied by duly executed stock power naming the Company as transferee.
Sale Right. If a Shareholder desires to sell all or any part of ---------- a Shareholders' Shares then held or owned beneficially by such Shareholder (other than to a Permitted Transferee), then the Offeror shall offer all, but not less than all, of the Offeror's Shares for sale in accordance with the remaining provisions of this Section 4 and the Offeror shall not have the right to make any Disposition of the Offeror's Shares, except in accordance with the remaining provisions of this Section 4.
Sale Right. In the event the Second Closing has not occurred on or prior to June 21, 2019, the Parties acknowledge and agree any HomeStreet Office that (i) has not been acquired by Purchaser on or prior to such date, and (ii) as of such time, does not satisfy the viability threshold set for such HomeStreet Office set forth on Exhibit I hereto, the Seller (provided that Seller is not in material default of its obligations under this Agreement) may transfer the Lease underlying such HomeStreet Office and any Fixed Assets related to such HomeStreet Office to a third party upon the consent of Purchaser (not to be unreasonably withheld, conditioned or delayed). In the event Purchaser does not respond to Seller’s request within five (5) Business Days of receipt of such request, Purchaser shall be deemed to have consented to such request.
Sale Right. 39
4.1 Final Closing Sale Right 39 4.2 Purchase Price 39 4.3 Exercise of Final Closing Sale Right 39 4.4 Contents of a Notice of Sale 39 4.5 Effect of the Notice of Sale and Closing Arrangements 40
Sale Right. 10 7.3 Officer's Certificate............................... 11 SECTION 8.
Sale Right. Upon becoming vested in your Restricted Shares, you shall have the right, exercisable by notice in writing to the Company (the “Sale Notice”), to require the Company to purchase all of your vested Restricted Shares. The Sale Notice should contain the number of vested Restricted Shares you wish the Company to purchase from you. The sale price of such shares shall be equal to (a) the number of Restricted Shares you wish to sell to the Company, multiplied by (b) the Purchase Price (as defined in Section 14 above). You may exercise your right to require the Company to purchase your vested Restricted Shares (i) within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following the Vesting Date (or date on which an Early Vesting Event occurs, if applicable); and (ii) with respect to each subsequent anniversary of the Vesting Date (or date on which an Early Vesting Event occurs, if applicable), within 60 days following the availability of the final financial results of the Company for the fiscal year of the Company ending immediately following such subsequent anniversary. If you elect to exercise your right to require the Company purchase all of your vested Restricted Shares pursuant to this Section 15, then the closing of the purchase and sale transaction shall be held at the principal office of the Company on a date designated by the Company, which date in no event shall be later than 90 days after you give the Company the Sale Notice.
Sale Right. At any time on or before the Termination Date (as defined below), the Green Courte Entities and any subsequent holder of Series A-4 Preferred Shares (each a “Holder”) shall have the right (but not the obligation) to require Sun to purchase any or all of the Series A-4 Preferred Shares held by such Holder (the "Sale Right") for the Sale Price (as defined below). In order to exercise the Sale Right, a Holder must deliver on or before the Termination Date a properly completed and duly executed Letter of Transmittal (in the form attached hereto as Exhibit A) (“Letter of Transmittal”) to Computershare Trust Company, N.A. (the “Depositary”), in accordance with the instructions set forth in the Letter of Transmittal. All Letters of Transmittal shall be irrevocable upon receipt by the Depositary. The Sale Right shall expire and be of no further force or effect after the Termination Date.