Initial Sale Sample Clauses

Initial Sale. Subject to the Initial Registration Statement having been declared effective by the Commission: (i) the Issuer and the Stockholder, together with the Managing Underwriters, shall jointly determine when the Initial Sale Commencement Date shall occur; it being understood that (A) such date shall be no later than such time as would be necessary to have the Initial Sale occur by the Initial Sale Deadline and (B) the Issuer and the Stockholder shall cooperate in good faith to ensure that such date shall be mutually beneficial to the Stockholder and the Issuer; and (ii) no later than three months after the date on which the Initial Registration Statement is declared effective by the Commission (the “Initial Sale Deadline”), the Stockholder shall, pursuant to the Initial Registration Statement, sell all of the Initial Registrable Securities pursuant to a single firm-commitment underwritten public offering (the “Initial Sale”); provided, however, that such three month period shall be extended for a period of time equal to the length of: (A) any Blackout Period; plus (B) the number of days that elapse from (1) the date any written notice contemplated by Section 6.3(a) is given by the Issuer to (2) the date on which the Issuer delivers to the Stockholder the supplement or amendment contemplated by Section 6.3(a) or the date on which a supplement or amendment contemplated by Section 6.3(a) is no longer necessary; plus (C) a period of time of up to three months to the extent that the Majority Managing Underwriters determine that the offering should be delayed due to market conditions; plus (D) a period of time of up to three months to the extent the Majority Managing Underwriters determine that any material event at the Issuer has occurred that would reasonably be expected to adversely affect the offering price of the Initial Registrable Securities in any material respect relative to what the offering price would be expected to be in the absence of such extension; plus (E) the period during which a stop order issued by the Commission is in effect; provided, further, that in addition to any extension described above, the Stockholder may delay the Initial Sale no more than once (unless such delay is immediately followed by an extension described in clause (A), (B), (C), (D) or (E) above, in which case the Stockholder may, pursuant to this proviso, delay the Initial Sale one additional time for each separate delay period or one or more of the extensions described in clau...
AutoNDA by SimpleDocs
Initial Sale. The original sale of a
Initial Sale. The original sale of a Workforce Housing Unit to an
Initial Sale. Accessing the Website during the Initial Sale will provide you with the ability to purchase the right to Mint one or more NFTs. Please note that, once deployed, we have no control over the Smart Contract, nor over the Gas Fees you would incur in when submitting your request to Mint the NFT/s to the network. Payment for the right to Mint is made in ETH (being the cryptographic currency on the Ethereum Network). Therefore, please be aware that transactions in cryptographic currency may be irreversible and that, accordingly, and funds paid to an incorrect recipient may not be recoverable.
Initial Sale. Subject to terms of this Agreement, the Company shall sell and issue to the Investor at the Closing a note, in the form attached hereto in Exhibit A (the "Note"), in the principal amount set forth on the Investor's signature page (the "Principal Amount").
Initial Sale. Quintus shall be responsible for all initial sales of the Integrated Software and the Initial Blocks to support voice usage. Should an End User seek to increase the number of CSR's during the first year, Quintus will be responsible for selling the additional blocks required to accommodate such an increase and will pro rate the fees until the end of the initial year.
Initial Sale. During the Term, Owner shall not sell the Program Unit to any person, family, household, or entity except to a Low-Income Household at an Affordable Housing Cost. In addition, Owner shall give preference in any such sale to households on any list(s) of eligible households that City may from time to time provide to Owner and Owner shall fully cooperate with City in connection therewith; provided, however, that Owner shall not be required to provide such a preference if doing so would violate any applicable provision of federal, state, or local law.
AutoNDA by SimpleDocs
Initial Sale. Isolyser shall sell and Holdings or its Affiliates shall purchase 4,500,000 pounds of PVA at the closing of the Related Transactions. The PVA will be sold pursuant to a bill of sale in substantially 583274.1 2 the form attached hereto as Exhibit E. The PVA to be sold and its locations are listed on Exhibit B-1.
Initial Sale. A. Any transfer of a Designated Unit shall be subject to the conditions set forth in this Agreement. B. Owner shall first offer the Designated Unit for sale to City or its assignee (a City- designated agency or organization) at the applicable Affordable Sales Price by delivering a written “Notice of Intent to Sell” to City. City staff or its assignee shall have 30 calendar days after receipt of Owner’s “Notice of Intent to Sell” to indicate to Owner its intent to recommend purchase to City Council or decline. If City staff recommends purchase, City Council has 45 calendar days commencing with the end of the 30-day term to consider the purchase and enter escrow. (1) Notwithstanding the foregoing, within 60 days of completion of construction Owner may, without first offering the Designated Unit for sale to City, transfer or convey the Designated Unit to an affiliate that is wholly controlled by or under the control of Owner provided that the affiliate assumes all duties, obligations and rights associated with the Designated Unit, this Agreement or other related Agreements, and assigns a value to the unit consistent with the Affordable Sales Price discounted by all Supplemental Charges. Owner may donate any or all Designated Units to a non-profit corporation that is either: (a) chosen by the City; or (b) is subject to City’s reasonable approval and meets the following criteria, which may be waived in the City’s sole and absolute discretion: i) is registered as a 501(c)(3) or equivalent for the previous 5 consecutive years and one of the exempt purposes of the organization includes the fostering of low-income housing, ii) has operated a minimum of 3 projects of similar size and scope, and iii) no executive, official, officer or other management-level personnel of the non- profit corporation is an immediate relative of Owner, its officers, or employees. Prior to the conveyance or transfer, Owner shall provide City with fifteen (15) days written notice and such documentation reasonably requested by City to demonstrate to City that the new owner is an affiliate of Owner and has assumed all rights, duties and obligations related to and associated with the Designated Unit. (2) Any transfer or conveyance following this conveyance to the affiliated entity shall be subject to City’s Initial Sale rights as set forth in this Section 7. C. In no event shall City become in any way liable to Owner, nor become obligated in any manner, by reason of the assignment of its righ...
Initial Sale. (a) On the First Closing Date, Duke shall cause DEFS Holding to sell, assign and transfer to COP Transferee an Equity Interest in Company that has an approximate 6.47% Percentage Interest (the “Subject Company Equity Interest”). (b) The consideration for the sale, assignment and transfer of the Subject Company Equity Interest shall consist of the payment by COP Transferee to DEFS Holding of the First Closing Cash Amount on the First Closing Date.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!