Certain Sales Sample Clauses

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. In the case of sales of Product to hospital customers in Singapore or Hong Kong, LeMaitre or LeMaitre’s designated affiliate(s) shall continue to supply the Products to Admedus or its appropriate affiliate, based on those hospital customers’ orders, until such time as LeMaitre shall have become eligible to sell directly to the end customers implicated and shall have provided written notice to Admedus thereof. Admedus shall keep segregated stock of Product owned by LeMaitre for the purposes of fulfillment of such orders and shall notify LeMaitre if such stock shall be close to depletion. LeMaitre shall pay Admedus a fee of 2% of the value of the Product purchased (as evidenced by the hospital customer invoice) plus actual shipping cost.

Certain Sales. The Seller does not manufacture, and since July 1, 2017 has not manufactured, any Products as an original equipment manufacturer for any third party other than XX Xxxx. Sales to XX Xxxx for the twelve months ended August 30, 2018 were approximately $387,000. Administrative fees paid to group purchasing organizations by Seller on sales of Products by Seller to group purchasing organizations’ members from January 1, 2018 through September 18, 2018 were approximately $1,840 and in 2017 were approximately $2,600.

Certain Sales. At any time on or after October 19, 2015, to the extent UBS holds any shares of Series B-1 Preferred Stock or Warrants for shares of Series B-1 Preferred Stock (the “Remaining Securities”), UBS 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 UBS 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 Series B-1 Preferred Stock would be convertible pursuant to Section 5(b) of the Certificate of Designation relating to the Series B-1 Preferred Stock, multiplied by (y) the fair market value of a share of Common Stock as determined in accordance with Section 3(d) of the Certificate of Designation relating to the Series A Preferred Stock.

Certain Sales. (a) The Investors shall not enter into a short position for more than 358,423 shares of Common Stock, which number will be subject to adjustment for stock splits, reverse stock splits, stock dividends, recapitalizations and the like. During the first forty-five (45) calendar days following the Closing, the Investors shall not enter into a short position for any shares of Common Stock. Between the forty-sixth (46th) calendar day after Closing and the earlier of (x) the 100th calendar day after Closing or (y) the Effective Date (as defined below), the Investors shall not enter into a short position on any single trading day in respect of more than fifty percent (50%) of the shares of Common Stock permitted to be sold pursuant to Section 3.13 on such trading day. After the date which is the earlier of (x) or (y) above, the Investors shall not enter into a short position (calculated on a daily basis) in respect of more than 100% of the shares of Common Stock permitted to be sold pursuant to Section 3.13. Notwithstanding the foregoing, at no time will there be any limits upon the number of shares of Common Stock in respect of which the Investors may enter into short positions at a price of $18 or above (as such price may be adjusted for stock splits, reverse stock splits, recapitalizations, etc.) (the "THRESHOLD PRICE"). Short sales entered into at or above the Threshold Price will not count against any restrictions or limits under this Section 3.12. (b) Each Investor agrees it shall not engage in any short sales of the Common Stock with the intention of reducing the price of the Common Stock on the Principal Market. Notwithstanding the foregoing, the Company acknowledges that there is no presumption, nor will there be deemed to be a presumption, that any sales by an Investor (including short sales) are made with the intent of reducing the price of the Common Stock on the Principal Market, even if the price of the Common Stock on the Principal Market falls during the period in which such sales are occurring. Nothing in this Section 3.12 shall prohibit an Investor from at any time entering into, inter alia, option or derivative contracts with respect to the Securities, including puts and calls in which shares of Common Stock are delivered or deliverable in satisfaction of any exercised options. (c) This Section 3.12 shall automatically terminate and the Investors shall have no obligations hereunder if the Company shall have materially breached the Transaction Do...

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. 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.