Dispositions of Shares Sample Clauses

Dispositions of Shares. Upon the occurrence of any Disposition of Shares (other than (x) with respect to Excluded Shares and (y) a Permitted Shares Disposition), the Borrower shall prepay the Loan and pay accrued interest thereon in an aggregate amount equal to 100% of the Net Cash Proceeds thereof. Upon the occurrence of any Permitted Shares Disposition, the Borrower shall prepay the Senior Loan and pay accrued interest thereon in an aggregate amount equal to 100% of the Net Cash Proceeds thereof remaining after the payment of any amount due on account of Additional Seller Subordinated Debt incurred by the Borrower to purchase the Excluded Shares so disposed.
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Dispositions of Shares. The Guarantor shall not, and shall cause its Subsidiaries not to, make any Disposition of Shares (other than Pledged Shares, which shall be governed by Section 7.04 hereof), unless, after giving effect to such Disposition, the Parent Group LTV Ratio shall not exceed 50.0%. If requested by the Administrative Agent, the Guarantor shall provide to the Administrative Agent and the Lenders a certificate evidencing calculation of the Parent Group LTV Ratio pursuant to this Section 7.21.
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Dispositions of Shares. Upon the occurrence of any Disposition of Shares that are Pledged Shares, pursuant to enforcement of the secured parties’ rights under the Security Documents, the Borrower shall prepay the Loan and pay accrued interest thereon, in an aggregate amount equal to 100% of the Net Cash Proceeds thereof.
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Dispositions of Shares. A Shareholder may only Dispose of or Encumber all or any portion of the Company Shares, ADS/P may only Dispose of or Encumber all or any portion of its ADSW Shares and an Altima Shareholder may only Dispose of or Encumber all or any portion of its Altima Shares, with the approval of all the members of the Board of Directors (which approval may be withheld or granted in the sole discretion of each such member of the Board of Directors). A Shareholder may not make any disposition of less than all of its Company Shares and such disposition may only be for cash and only to a single Assignee. Notwithstanding the foregoing in Section 8.1 and this Section 8.2, the approval of all of the members of the Board of Directors is not necessary in order for a Shareholder, ADS/P or an Altima Shareholder to Dispose of or Encumber any or all of its Company Shares, ADSW shares or Altima Shares, as applicable, so long as such Disposition or Encumbrance is made to another Shareholder, an Affiliate of ADS/P or an Altima Shareholder, as applicable, provided, however, the other provisions of this Article 8 remain applicable to any such Disposition or Encumbrance.
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Dispositions of Shares. (a) During the Term except as ---------------------- provided below in Section 4(b), the Stockholder shall not, and shall cause each of its Affiliates not to, transfer beneficial ownership of any Equity Securities or Rights (including without limitation a pledge) (a "Disposition"), to a person or Group, unless the person or Group acquiring such Equity Securities or Rights first executes and delivers to the Company an undertaking to be bound by all provisions of this Agreement applicable to the Stockholder as though such person or Group were the Stockholder. During the Term the Stockholder shall not, and shall cause each of its Affiliates not to, pledge or otherwise encumber any Equity Securities or Rights without making arrangements satisfactory to the Company to ensure that any transfer upon foreclosure or similar action will satisfy the requirements of the preceding sentence. Any attempted transfer in violation of this Agreement shall be void. (b) Section 4(a) shall not apply to (i) a transfer to one or more underwriters in connection with a bona fide public offering registered under the Securities Act (ii) transfers in the open market (except block sales), (iii) block sales provided that the Stockholder knows the identity of the ultimate purchaser or purchasers and has no reason to believe that such person or Group (including such person) would acquire as a result of such a transfer or transfers beneficial ownership of more than 15% of the outstanding units or Voting Power of Equity Securities of the Company (iv) bona fide transactions (after the first six (6) months following commencement of the Term) with nationally recognized investment firms that constitute xxxxxx in the market place of the Equity Securities or (v) pursuant to any tender or exchange offer approved by the Supervisory Board of the Company or in connection with any merger or consolidation in which the Company is acquired or pursuant to a plan of liquidation of the Company. (c) If during the Term, Stockholder and any of its Affiliates transfer Equity Securities exceeding 7.5% of the outstanding Equity Securities in a single block transaction (or a series of transactions with the same purchaser substantially equivalent to a block transaction) the restrictions in this Agreement shall apply to the purchaser who shall sign and deliver to the Company as a condition to the transfer an agreement containing such restrictions. (d) The Stockholder and any of its Affiliates may transfer any or all...
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Dispositions of Shares. Upon the occurrence of any Disposition of Shares, the Borrower shall prepay the Loans and pay accrued interest thereon in an aggregate amount equal to 100% of the Net Cash Proceeds thereof.
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Dispositions of Shares 
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Related to Dispositions of Shares

  • Fractions of Shares No fractional shares of Common Stock shall be issued upon conversion of any Security or Securities. If more than one Security shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion thereof shall be computed on the basis of the aggregate principal amount of the Securities (or specified portions thereof) so surrendered. Instead of any fractional share of Common Stock which would otherwise be issuable upon conversion of any Security or Securities (or specified portions thereof), the Company shall calculate and pay a cash adjustment in respect of such fraction (calculated to the nearest 1/100th of a share) in an amount equal to the same fraction of the Closing Price Per Share at the close of business on the day of conversion.

  • Reservations of Shares As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue shares of Common Stock pursuant to this Agreement and Warrant Shares pursuant to any exercise of the Warrants.

  • Disposition of Shares In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal income tax purposes. If Shares purchased under an ISO are disposed of within one year after exercise or two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares. Any additional gain will be taxed as capital gain, short-term or long-term depending on the period that the ISO Shares were held.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • Sales of Shares The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.

  • PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES The Custodian shall receive from the distributor of the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio. From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between such Fund and the Custodian.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Restrictions on Sale of Shares Optionee represents and agrees that, upon Optionee's exercise of the Option in whole or part, unless there is in effect at that time under the Securities Act of 1933 a registration statement relating to the shares issued to him, he will acquire the shares issuable upon exercise of this Option for the purpose of investment and not with a view to their resale or further distribution, and that upon each exercise thereof Optionee will furnish to the Company a written statement to such effect, satisfactory to the Company in form and substance. Optionee agrees that any certificates issued upon exercise of this Option may bear a legend indicating that their transferability is restricted in accordance with applicable state or federal securities law. Any person or persons entitled to exercise this Option under the provisions of Paragraphs 5 and 6 hereof shall, upon each exercise of the Option under circumstances in which Optionee would be required to furnish such a written statement, also furnish to the Company a written statement to the same effect, satisfactory to the Company in form and substance.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

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