Certain Sales. Without limiting Savia's rights under Sections 6.1, 6.2 and 6.3, the parties agree that, with Savia's consent if required, in the event BHC or one of its subsidiaries sells, transfers or otherwise disposes of any capital stock or assets of any of the Fresh Produce Companies or any of the DNAP Assets (other than to BHC or one of its subsidiaries), in each case outside the ordinary course of business consistent with past practice, then BHC shall cause cash proceeds of any such sale, transfer or disposition (up to an aggregate of $48 million) to be paid promptly to Savia as a return of a portion of the Savia Advances, and the Purchase Price shall be reduced by the amount of such proceeds (and only by such amount, notwithstanding any values allocated to any of such capital stock or assets). In the event, and to the extent, that any such proceeds exceed $48 million in the aggregate, then notwithstanding anything to the contrary herein, BHC shall be permitted to transfer such excess proceeds out of the Fresh Produce Companies or otherwise retain such excess proceeds. To the extent any DNAP Assets are sold in accordance with this Section 6.4, then such DNAP Assets shall thereafter be deemed excluded from the term DNAP Assets as used in this Agreement.
Certain Sales. At any time on or after December 5, 2016, to the extent a Stockholder holds any Preferred Securities (the “Remaining Securities”), such Stockholder may provide notice to the Company of its desire to sell all or any portion of the Remaining Securities. Upon receipt of such notice, the Company will use its commercially reasonable efforts to assist such Stockholder in facilitating a sale, transfer or other disposition of the Remaining Securities (which, for avoidance of doubt, shall not include any obligation to pursue or consummate a Change of Control). Alternatively, upon receipt of such notice, the Company may, at its sole option, redeem the Remaining Securities at a price per share equal to (x) the number of shares of Common Stock into which a share of the Remaining Securities would be convertible pursuant to the certificate of designation relating to such series of Shares, multiplied by (y) the fair market value of a share of Common Stock as determined in accordance with the terms of the certificate of designation relating to such series of Shares.
Certain Sales. Duramed shall not sell any Product following the Closing Date under Shire’s NDC Number or any Shire labeling or packaging material for the Product. Shire shall not sell any Product following the Closing except pursuant to the Supply Agreement.
Certain Sales. 19 ARTICLE VII -ADDITIONAL AGREEMENTS............................................19 7.1 Access to Information............................................19 7.2 Regulatory and Other Authorizations; Consents....................21 7.3 Employee and Employee Benefit Plan Matters.......................22 7.4 Stockholder Meeting; Proxy Statement.............................22 7.5 Rights Offering; Registration Statement..........................23 7.6 AMEX Listing.....................................................24 7.7 Public Announcements.............................................24 7.8 Intercompany Accounts............................................24 7.9 Fees and Expenses................................................24 7.10 Transfer Taxes...................................................24 7.11 Subsequent Transactions..........................................25 7.12 Insurance........................................................25 7.13 Transfer Restrictions............................................26 7.14 Registration Rights Agreement....................................26 7.15 Acquisition Proposals............................................26 ARTICLE VIII - CONDITIONS TO OBLIGATIONS OF BHC...............................28 8.1 Conditions to First Closing......................................28 8.2 Conditions to Second Closing.....................................28 ARTICLE IX - CONDITIONS TO OBLIGATIONS OF BUYERS..............................30 9.1 Conditions to First Closing......................................30 9.2 Conditions to Second Closing.....................................30 9.3 Certain Conditions...............................................31 ARTICLE X - TERMINATION, AMENDMENT, AND WAIVER................................31 10.1 Termination prior to the First Closing...........................31 10.2 Termination prior to the Second Closing..........................32 10.3 Effect of Termination............................................32 10.4 Amendment........................................................32 10.5 Waiver...........................................................32 10.6 Second Closing Matters...........................................33
Certain Sales. (A) From the date hereof to the Closing ------------- Date, NatWest Plc, in its sole discretion, may cause NBNA to sell any of the Interest Sensitive Securities; provided that with respect to -------- the sale of municipal securities, FFG shall have the option to participate in the bid process relating to such sale by notice to NBNA no later than 14 days after the date hereof; and
Certain Sales. Sequenom shall report to Optherion the date of first sale of a […***…] Licensed Product and […***…] Licensed Product in […***…] within […***…] of occurrence. Sequenom shall report to Optherion the date of First Commercial Sale (as defined in the […***…] Agreement) of a […***…] Licensed Product within […***…] of occurrence thereof.
Certain Sales. 35 Article XIII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION.......................................35 SECTION 13.1 Survival of Representations, Warranties and Covenants..35
Certain Sales. Notwithstanding any other provision hereof, the Majority Stockholder shall have the right to sell shares of Acquiror Common Stock to EBonline or any affiliate or stockholder thereof and EBonline and any affiliate or stockholder thereof shall have the right to purchase Acquiror Common Stock in any other manner not prohibited by law.
Certain Sales. If there shall be a sale or a business ------------- combination involving the Company or a substantial portion of its assets, any Acquired Brokerage or a substantial portion of the assets thereof, or a brokerage office, then in any such case the Company shall either (A) cause a term of such transaction to be that any successor entity or other entity acquiring such assets, an Acquired Brokerage or a brokerage office (as well as the Company or other remaining entity, if any) take such assets, Acquired Brokerage or brokerage office subject to the terms of the Master Franchise Agreements or (B) to make provision reasonably acceptable to Cendant for the payment of royalties and other amounts that would otherwise have been payable under the Master Franchise Agreement in respect of revenues and earnings of such disposed of Acquired Brokerage, assets or brokerage office in an amount mutually acceptable to the Company and Cendant.
Certain Sales. Except as provided in paragraph 6.4, if, at any time or from time to time after the date of this Agreement, the Company issues or sells any shares of Common Stock for a consideration per share less than the Exercise Price in effect immediately prior to such issuance or sale, the Exercise Price will be adjusted as of the date of such issuance or sale to be the price determined by dividing (a) the sum of (i) the number of shares of Common stock outstanding immediately prior to such issuance or sale multiplied by the Exercise Price plus (ii) the consideration received by the Company upon such issuance or sale by (b) the total number of shares of Common Stock outstanding after such issuance or sale.
