Transfer of Offered Securities to Third Parties Clause Samples

The "Transfer of Offered Securities to Third Parties" clause governs the conditions under which securities that have been offered, typically under a right of first refusal or similar arrangement, may be transferred to parties outside the original group of eligible purchasers. This clause usually outlines the process a seller must follow if the initial offerees decline to purchase the securities, such as notifying the company or other shareholders and adhering to specified timeframes or price restrictions. Its core function is to ensure that existing stakeholders have a fair opportunity to acquire the securities before they are sold to external parties, thereby maintaining control and stability within the ownership structure.
Transfer of Offered Securities to Third Parties. If all ----------------------------------------------- notices required to be given pursuant to Section 4.1 hereof have been duly given and the Other Shareholders and the Company offer to purchase fewer than all of the Offered Securities pursuant to the provisions hereof, then the Selling Shareholder shall have the right, subject to compliance by the Selling Shareholder with the provisions of Section 3.4(b) hereof for a period of 120 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 4.1 hereof with respect to such Transfer Offer or (ii) the date on which the Selling Shareholder receives notice from the Other Shareholders and the Company that they will not exercise the option granted pursuant to Section 4.1 hereof, to sell to any third party that is not an Affiliate of the Selling Shareholder the Offered Securities at a price per Offered Security of not less than 100% of the Transfer Offer Price Per Security and on substantially the other terms specified in the Transfer Offer.
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Transfer of Offered Securities to Third Parties. If all notices required to be given pursuant to Section 4.1 have been duly given and the KPS Funds and/or the Company do not exercise their respective options to purchase all of the Offered Securities, then the Selling Shareholder shall have the right, subject to compliance by the Selling Shareholder with the provisions of Section 3.3(b) hereof for a period of 90 calendar days from the earlier of (i) the expiration of the option period pursuant to Section 4.1 with respect to such Sale Proposal or (ii) the date on which such Selling Shareholder receives notice from the KPS Funds and/or the Company that they will not exercise in whole the options granted pursuant to Section 4.1, to sell the Offered Securities to such third party at a price of not less than the First Offer Price, and on the other terms specified in the Sale Proposal. Notwithstanding the foregoing, no Selling Shareholder may transfer Offered Securities under this Section 4.2 prior to the seventh anniversary of the date hereof unless it has complied with Section 4.1(a).
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Transfer of Offered Securities to Third Parties. If all notices required to be given by the Selling Shareholder pursuant to Section 4.1 have been duly given and either (a) the Investors, the Management Shareholders, the Barnett Management Shareholders and the Company do not exercise their ▇▇▇▇▇▇▇ive options to purchase all of the Offered Securities, and the Selling Shareholder does not desire to sell less than all the Offered Securities, or (b) if with the consent of the Selling Shareholder, the other Investors, Management Shareholders, Barnett Management Shareholders and the Company purchase less than all ▇▇ ▇▇▇ Offered Securities pursuant to the provisions hereof, then in either such event the Selling Shareholder shall have the right, subject to Section 4.5, if applicable, for a period of 120 calendar days from the earlier of (i) the expiration of all option periods pursuant to Section 4.1 with respect to such Sale Proposal or (ii) the date on which such Selling Shareholder receives notice from the Investors, the Management Shareholders, the Barnett Management Shareholders and the Company that they will not exe▇▇▇▇▇ ▇n whole or in part the options granted pursuant to Section 4.1, to sell the Offered Securities remaining unsold to any third party at a price not less than the First Offer Price, and on other principal terms not materially more favorable in the aggregate to the Proposed Purchaser than those specified in the Sale Proposal. If, prior to consummation, the terms of such proposed transfer shall change with the result that the price shall be less than the First Offer Price set forth in the Notice of Intention or the other principal terms shall be materially more favorable in the aggregate to the Proposed Purchaser than those set forth in the Notice of Intention, it shall be necessary for a separate Notice of Intention to be furnished, and the terms and provisions of Sections 4.1 and 4.2 separately complied with, in order to consummate such proposed transfer pursuant to this Section 4.2.
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Transfer of Offered Securities to Third Parties. Subject to compliance with Section 5.8, if all notices required to be given pursuant to Section 5.1 have been duly given and the Stockholders and the Company determine not to exercise their respective options to purchase the Offered Securities or determine to exercise their respective options to purchase less than all of the Offered Securities without receiving the consent of the Selling Stockholder as required by Section 5.1(d) and the Selling Stockholder does not desire to sell less than all the Offered Securities, then the Selling Stockholder shall have the right, for a period of 120 calendar days from the earlier of (i) the expiration of the applicable option period pursuant to Section 5.1 with respect to such Sale Proposal or (ii) the date on which such Selling Stockholder receives notice from other Stockholders and the Company that they will not exercise in whole or in part the options granted pursuant to Section 5.1, to sell to any Third Party the Offered Securities remaining unsold at a price not less than the First Offer Price and on terms substantially the same as the other First Offer Terms.
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Related to Transfer of Offered Securities to Third Parties

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees, if requested by the underwriters of an Underwritten Offering, to enter into a customary letter agreement with such underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $15 million of the then-outstanding Registrable Securities.

  • Authorization of the Offered Securities The Offered Securities to be sold by the Company through the Underwriters have been duly and validly authorized by all required corporate action and have been reserved for issuance and sale pursuant to this Agreement and, when so issued and delivered by the Company, will be validly issued, fully paid and non-assessable, free and clear of all Liens (as defined in sub-section (r)) imposed by the Company. The Company has sufficient Ordinary Shares for the issuance of the maximum number of Offered Securities issuable pursuant to the Offering as described in the Prospectus.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall maintain, or cause to be maintained by the Transfer Agent in whole or in part, the Partnership Register on behalf of the Partnership. (b) The General Partner shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are duly endorsed and surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, however, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of this Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered. Upon the proper surrender of a Certificate, such transfer shall be recorded in the Partnership Register. (c) Upon the receipt of proper transfer instructions from the Record Holder of uncertificated Partnership Interests, such transfer shall be recorded in the Partnership Register. (d) Except as provided in Section 4.9, by acceptance of any Limited Partner Interests pursuant to a transfer in accordance with this Article IV, each transferee of a Limited Partner Interest (including any nominee, or agent or representative acquiring such Limited Partner Interests for the account of another Person or Group) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the Partnership Register and such Person becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person and (v) shall be deemed to certify that the transferee is not an Ineligible Holder. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. (e) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable. (f) The General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.

  • Company’s Refusal to Register Transfer of the Securities The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.