Dribble Out Sample Clauses

Dribble Out. From and after the time that an Investor's Shares are registered under an effective registration statement under this Article 3, such Investor shall not in any calendar quarter sell, transfer or assign through the facilities of any exchange or quotation system on which the Shares are then listed or quoted a number of Shares to another Person if the aggregate number of Shares so sold, transferred or assigned in such calendar quarter would exceed 5% of the Shares of the Company then outstanding. The foregoing provisions of this Section 3.3 shall not restrict a block (as defined pursuant to Rule 10b-18(a)(5) under the Exchange Act) sale of the Investor's Shares, the transfer of Shares to an Affiliate or any sale of Shares by the Investor pursuant to an underwritten offering.
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Dribble Out. The Consultant agrees not to sell during each quarter after the lock-up period more than 10% of its shares then held and not more than 1,500 shares per day. Further, in accordance with the terms and conditions set forth in this Agreement: (a) The Consultant hereby agrees that, except as permitted under sections (b) and (c) below, during the Dribble Out Period (such period as defined in (c) below), that The Consultant will sell its shares only according to 1(b) and 1(c) and will not otherwise sell their shares without the express written consent of the Company, as follows: (i) Sell any of the Lock Up Shares or other securities of the Company that the Consultant may acquire. (ii) Transfer, assign or otherwise dispose of any of the Lock Up Shares. (iii) Pledge, hypothecate, mortgage, encumber or otherwise create a lien on or pertaining to any of the Lock-Up Shares. (iv) Loan to any person or entity any of the Lock Up Shares or other of the Company’s securities. (v) Sell short the Lock Up Shares or otherwise affect short sales pertaining to any Lock Up Shares or other of the Company’s securities (vi) Acquire a put option or grant a call option with respect to any of the Company’s shares or other securities. (vii) Enter into any agreement, arrangement, or otherwise concerning or directly or indirectly pertaining to any of the foregoing transactions, or otherwise facilitate any other person or agent conducting any of the foregoing transactions. (b) For purposes of this Section, the Dribble Out Period shall mean the period beginning on the date as provided for in 1(b) and 1(c), respectively, and ending twenty-four (24) months thereafter (the “Dribble Out Period”). The Company’s Board of Directors by corporate resolution or Board meeting shall approve this Agreement in form and substance on or before the Effective Date. (c) Notwithstanding the foregoing, provided that the Company agrees in writing, the Consultant may transfer the Company’s securities without payment or other consideration: (i) if the Consultant’s principal(s) is an individual, to any family member, (ii) to any direct or indirect parent or subsidiary or. In each such case of transfer, assuming the Company agrees to the transfer in writing, the transferee will be required to execute a Dribble Out Agreement and no transfer shall be effective or need be recognized by the Company until receipt of an executed counterpart of this Agreement by the transferee. (d) The Consultant further agrees that before ...
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Dribble Out. The Stock Compensation and related selling and/or non-selling of the Shares shall be pursuant to the terms in the Dribble-Out Agreement attached hereto as Exhibit C.
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Dribble Out. During the period commencing on the expiration of any applicable restricted periods imposed by applicable federal and state securities laws and regulations, including, without limitation, under Rule 144 promulgated under the Securities Act (as defined below), and terminating on the date that is 12 months thereafter, each Del Franco Party agrees, for themselves and their heirs and assigns, that they will not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, more than 200,000 of the Shares in any given calendar month.
Sample 1
Dribble Out. With the exception of any shares sold to cover Executive’s payroll taxes incurred directly in connection with the settlement or issuance of the Vested Salary Shares, Vested RSUs and the Bonus Shares at or near the Settlement Date, and for a period of one year after the later of (i) November 15, 2020 and (ii) the termination of the Consulting Period (the “Consulting Services Termination Date”), Executive shall not be permitted or have the right to sell on each trading day the number of shares of Common Stock underlying the Vested RSUs, the Vested Salary Shares and the Bonus Shares that is more than 5% of such trading day’s daily trading volume.
Sample 1
Dribble Out. The Investor shall not in any month sell, transfer or assign, through the facilities of any exchange or quotation system on which the Common Stock is then listed or quoted, Shares or Warrant Shares to another Person if the aggregate number of shares so sold, transferred or assigned in such month would exceed 3% of the shares of the Company then outstanding, and in any seven-day period, shall not sell, transfer or assign, through the facilities of any exchange or quotation system on which the Common Stock is then listed or quoted, Shares or Warrant Shares to another Person if the aggregate number of shares so sold, transferred or assigned in such seven-day period would exceed 1% of the shares of the Company then outstanding. The foregoing provisions of this Section 7.6 shall not restrict a block (as defined pursuant to Rule 10b-18(a)(5) under the Exchange Act) sale of Shares or Warrant Shares, the transfer of Shares or Warrant Shares to an Affiliate or any sale of Shares or Warrant Shares by the Investor pursuant to an underwritten offering. Notwithstanding anything to the contrary contained in this Agreement, the Investor shall reserve the right to sell, transfer or assign in any manner, any securities held or deemed beneficially owned by Investor, in excess of 20% of the outstanding shares of Common Stock of the Company.
Sample 1

Related to Dribble Out

  • Move-Out If, for any reason, the New Tenant moves out of the rental premises before the lease has concluded they realize that it is their responsibility to find a replacement tenant. The New Tenant is to take reasonable steps to find a replacement roommate who is acceptable to the present roommates. If one of the roommates moves out, the New Tenant understands that it the Landlord/Principal Tenant’s responsibility to take reasonable steps to find a replacement tenant. The New Tenant understands that it is in the best interests of all roommates to replace any departing tenants.

  • Sales Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Agreement to Sell 2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement. 2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement. Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause. 2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties. 2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party. 2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority: (i) This Agreement; (ii) The RFP; (iii) Vendor’s Proposal; 2.6 Extension of contract terms to Participating Agencies: 2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists. Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies. 2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements. 2.6.3 Vendor acknowledges execution of a Vendor Administration Fee Agreement with NPPGov, pursuant to the terms of the RFP. 2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855. See xxx.XxxxxxXxxxxxxxxxxxxx.xxx/xxx for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.

  • Agreement to Sell and Buy Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer, and deliver to Buyer on the Closing Date, and Buyer agrees to purchase, all of the tangible and intangible assets used or useful in connection with the conduct of the business or operations of the Station, together with any additions thereto between the date of this Agreement and the Closing Date, but excluding the assets described in Section 2.2, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges, or encumbrances of any nature whatsoever (except for encumbrances permitted by Section 5.5 herein), including the following: (a) The Tangible Personal Property; (b) The Real Property; (c) The Licenses; (d) The Assumed Contracts; (e) The Intangibles and all other intangible assets of Seller relating to the Station that are not specifically included within the Intangibles, including the goodwill of the Station, if any, except for any lists of donors, contributors or other supporters of the Station; (f) All of Seller's proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints, and schematics, including filings with the FCC relating to the business and operation of the Station; (g) The Accounts Receivable as of 11:59 p.m., local time, on the day prior to the Closing Date; (h) All choses in action of Seller relating to the Station; and (i) All books and records relating to the business or operations of the Station, including executed copies of the Assumed Contracts, and all records required by the FCC to be kept by the Station.

  • Cross Connection For a collocation arrangement, the facilities between the collocating Party’s equipment and the equipment or facilities of the housing Party (such as the housing Party’s digital signal cross connect, Main Distribution Frame, or other suitable frame or panel).

  • Supply Agreements For a period of three years from the consummation of the IPO, Odetics shall not unilaterally terminate or assign its guarantee obligation with respect to any supply agreement pursuant to which it has guaranteed the performance by ATL of ATL's obligations, unless such suppliers have consented to the termination or assignment of such guarantee.

  • Purchased Services During the term of this Collective Agreement, no regular employee will be declared surplus in his/her position as a result of the use of purchased services to perform the work normally performed by that employee.

  • Flextime ‌ (a) For the purpose of this agreement, flextime means the hours worked by an employee, or group of employees, who are given authority by the Employer to: (1) choose their starting and finishing times; and (2) choose their length of workday within a stated maximum number of hours, subject to meeting the required annual hours of work in accordance with this agreement, through a specified averaging period. (b) The full-time employee on flextime who has a day of absence, whether with or without pay, will be deemed to be absent for the agreed upon hours, providing at least the agreed upon hours are required to complete the averaging period. If less than the agreed upon hours are required to complete the averaging period, such number of hours will be deemed to be the hours of absence. (c) The averaging period for employees on flextime will be two pay periods. (d) The workday for those employees on flextime will not exceed 10 hours.

  • Call Out Any employee who is eligible for overtime who is called out for work outside of and not continuous with his/her regular hours will be paid a minimum of four (4) hours of the employee's regular rate of pay or hours actually worked at the appropriate rate, whichever is greater. Any additional call outs occurring within the same four (4) hour period shall be compensated for actual time worked at the appropriate rate. This section shall not apply to an employee who is called in four (4) hours or less prior to the start of his/her workday or shift and who continues to work that day or shift or to an employee held over at the end of their regular workday. Notwithstanding this provision, employees in agencies which have been compensated for call out on a higher basis as of January 1, 1997 shall continue to be compensated on the higher basis.

  • CONTRACTING OUT The Hospital shall not contract out any work usually performed by members of the bargaining unit if, as a result of such contracting out, a layoff of any employees other than casual part-time employees results from such contracting out.

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