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. 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. 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. Pledgor recognizes: (a) that Pledgee may not be able to effect a public sale of any or all Pledged Company Interests (by reason of prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws or by reason of the restrictions imposed by the Credit Agreement or otherwise), but may have to resort to private sales to a restricted group of purchasers that can only lawfully acquire such securities for their own account for investment and not with a view to distribution or resale, (b) that such sale may not reflect the best price obtainable in a public market for securities, (c) that such private sales shall be deemed to have been made in a commercially reasonable manner, and (d) that Pledgee has no obligation to delay sale of any Pledged Company Interests in order to register it for public sale under the Securities Act of 1933, as amended, except as otherwise provided by applicable law.
Certain Sales. In the event of any sale, transfer or other disposition of the Property, or any portion thereof, at any time during the Term, Landlord shall cause the deed to the transferee to state that such sale is expressly subject to this Lease. Landlord shall not enter into any purchase and sale or other agreement for the sale, transfer or other disposition of the Property, or any portion thereof, unless such agreement expressly states that the sale, transfer or other disposition of the Property shall be subject to this Lease and that the deed to the transferee will contain a similar statement. Nothing in this Section 16(e) shall be construed so as to give Landlord or any other person or entity the right, in connection with a sale or otherwise, to terminate, limit or restrict the Rights and Interests.
Certain Sales. Notwithstanding anything in this Agreement to the contrary, no transaction pursuant to which any party or parties acquire (i) Units representing a majority in interest (whether by sale of Units or merger or otherwise) or (ii) all or substantially all of the Company's assets, determined on a consolidated basis, shall occur without OCM's approval unless such transaction is structured in such a manner that the shareholders of OCM have the option to sell the OCM Shares to such party (or, at the option of Holding, to Holding) in lieu of Units (and/or immediately prior to any such asset sale) at the same price as would be applicable to OCM's Units.
Certain Sales. The Company's sales and comparable store sales for the period of June 29, 1998, to a date five days before the date hereof are set forth in Section 4.10 of the Disclosure Schedule.
Certain Sales. The Pledgor recognizes (i) that the Pledgee may ------------- not be able to effect a public sale of any or all Pledged Stock (by reason of prohibitions contained in the Securities Act of 1933 and applicable state securities laws or otherwise), but may have to resort to private sales to a restricted group of purchasers that can only lawfully acquire such securities for their own account for investment and not with a view to distribution or resale, (ii) that such sale may not reflect the best price obtainable in a public market for securities, (iii) that such private sales shall not be deemed to have been made in a commercially unreasonable manner, and (iv) that the Pledgee has no obligation to delay sale of any Pledged Stock to permit the issuer thereof to register it for public sale under the Securities Act.
Certain Sales. (i) In the event Licensor during the Term chooses to exercise some or all of Licensor’s rights pursuant to Paragraph 1.a.(ii) hereof, Licensee, if requested to do so by Licensor, will sell to Licensor and its licensee(s) or either thereof any or all of the Products at the best prices and terms given to other customers of the Products ordering substantially the same quantities of similar merchandise from Licensee.
(ii) In the event of any such sale of the Products by Licensee to Licensor, Licensee shall ship or deliver such Products either directly to Licensor or, as Licensor may direct, to any other individual(s), entity or entities. Any or all such sales of the Products by Licensee to Licensor shall be at the prices described in Paragraph 3.b.(i) above. Licensee will not be obligated to include such sale(s) in the computation of Net Sales. Licensee shall xxxx Licensor and its licensee(s) or either thereof in accordance with Licensee’s normal billing procedures for all such Products shipped or delivered.
