Exempt Sales. Exempt Sales shall not trigger a Right of First Negotiation and shall not require the consent of Company. As used herein, "Exempt Sales" means: (i) a change in ownership of the Facility or equity interests in Seller resulting from the direct or indirect transfer or assignment by or of Seller in connection with financing or refinancing of the Facility ("Financing Purposes"), including, without limitation, any exercise of rights or remedies (including foreclosure) with respect to Seller's right, title, or interest in the Facility or equity interests in Seller undertaken by any financing party in accordance with applicable financing documents, and including, without limitation, (x) a sale and leaseback of the Facility, (y) an inverted lease, (z) a sale or transfer of equity in Seller to facilitate a tax credit financing (including any partnership "flip" transaction), (ii) a disposition of equipment in the ordinary course of operating and maintaining the Facility, (iii) a sale that does not result in a Change in Control, and (iv) a sale or transfer of any interest in Seller or the Facility to one or more companies directly or indirectly controlling, controlled by or under common control with Seller.
Exempt Sales. The rights and obligations set forth in this Section 9 shall not apply to any sale of Equity Securities made in connection with or following an initial public offering of common stock of the corporate successor of the Company.
Exempt Sales. (a) The Company shall make all filings with the Securities and Exchange Commission required by Rule 144(c) (or any similar provision then in force) under the Securities Act to permit the sale of Registrable Shares by any holder thereof (other than an Affiliate of the Company) to satisfy the conditions of Rule 144 (or any similar provision then in force). The Company shall, promptly upon the written request of the holder of Registrable Shares, deliver to such holder a written statement as to whether the Company has complied with all such filing requirements.
(b) Before sales of Registrable Shares proposed to be sold pursuant to an exemption from the registration requirements of the Securities Act, the Company shall, subject to Section 8(c), cooperate with the holder of such Registrable Shares, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing such Registrable Shares, in connection with the closing of the sales and to enable such Registrable Shares, to be in such denominations and registered in such names as the holder may request.
Exempt Sales. The Tag Along Rights and obligations set forth in ------------ this Section 4 shall not apply to a Public Market Sale.
Exempt Sales. (a) The Company shall make all filings with the Securities and Exchange Commission required by paragraph (c) of Rule 144 (or any similar provision then in force) under the Securities Act to permit the sale of Registrable Shares by any holder thereof (other than an Affiliate of the Company) to satisfy the conditions of Rule 144 (or any similar provision then in force). The Company shall, promptly upon the written request of the holder of Registrable Shares, deliver to such holder a written statement as to whether the Company has complied with all such filing requirements.
(b) If any of the Registrable Shares are then eligible for sale by the holder thereof pursuant to Rule 144A (or any similar provision then in force) under the Securities Act, the Company shall, promptly upon the written request of such holder, furnish to such holder and each prospective purchaser of such Registrable Shares identified by such holder in such written request, the information required by paragraph (d)(4) of Rule 144A (or any similar provision then in force) to permit the sale of such Registrable Shares to satisfy the conditions of Rule 144A (or any similar provision then in force).
(c) Prior to sales of Registrable Shares proposed to be sold pursuant to an exemption from the registration requirements of the Securities Act, the Company shall, subject to Section 6(d), cooperate with the Purchaser and each other holder of Registrable Shares to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing such Registrable Shares.
Exempt Sales. (a) The Company shall make all filings with the Securities and Exchange Commission required by Rule 144(c) (or any similar provision then in force) under the Securities Act to permit the sale of Registrable Shares by any holder thereof (other than an Affiliate of the Company) to satisfy the conditions of Rule 144 (or any similar provision then in force). The Company shall, promptly upon the written request of the holder of Registrable Shares, deliver to such holder a written statement as to whether the Company has complied with all such filing requirements.
(b) Before sales of Registrable Shares or the Warrant proposed to be sold pursuant to an exemption from the registration requirements of the Securities Act, the Company shall, subject to Section 8(c), cooperate with the holder of such Registrable Shares or the Warrant, as the case may be, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing such Registrable Shares or Warrant, as the case may be, in connection with the closing of the sales and to enable such Registrable Shares or the Warrant, as the case may be, to be in such denominations and registered in such names as the holder may request.
Exempt Sales. 17 Section 11. Merger, Consolidation, Exchange, Etc........................17 Section 12. Notices.....................................................18 Section 13. No Waivers; Remedies........................................19 Section 14.
Exempt Sales. Organizations that are exempt from federal income tax are not necessarily exempt from sales tax. For example, the Girl Scouts of America, while exempt from income tax, are not exempt from sales tax. Each state has its own laws regarding sales tax exemptions. If you are making a sale to an organization requesting a sales tax exemption, please contact xxxxxxxx@xxxxxxxxx.xxx.
Exempt Sales. COMSAT shall make all filings with the SEC ------------ required by paragraph (c) of Rule 144 (or any similar provision then in force) under the Securities Act to permit the sale of Registrable Shares by any holder thereof (other than an Affiliate of COMSAT) to satisfy the conditions of Rule 144 (or any similar provision then in force). COMSAT shall, promptly upon the written request of the holder of Registrable Shares, deliver to such holder a written statement as to whether COMSAT has complied with all such filing requirements.
Exempt Sales. The Deferred Purchase Price shall not be payable under Section 5.02 above with respect to sales of the Existing Product among AxoGen, its Affiliates and sublicensees for resale to a Third Party. In no event shall AxoGen make payments to SMS hereunder with respect to the sale of any Existing Product to its Affiliates or sublicensees.
