Market Sales Sample Clauses

Market Sales. (i) If, at any time after the date of this Agreement, a Stockholder desires to sell or otherwise transfer, directly or indirectly, through a Derivatives Transaction or otherwise, in a Market Sale all or any portion of such Stockholder’s Common Securities (a “Market Selling Stockholder”) then each of the holders of Preferred Securities may request that the Company redeem certain Preferred Securities held by such holder of Preferred Securities as provided in this Section 3(b), and the right of the Market Selling Stockholder to sell or otherwise transfer any Common Securities in such Market Sale shall be subject to the Company agreeing, at its sole option, to redeem such Preferred Securities pursuant to this Section 3(b). The Market Selling Stockholder shall give written notice (the “Market Tag-Along Notice”) to each of the holders of Preferred Securities and the Company of each proposed Market Sale at least one (1) Business Day prior to the proposed effective date of such Market Sale, subject to the timing set forth in Section 3(b)(iii) below. The Market Tag-Along Notice shall set forth the terms and conditions of the Market Sale, including the number of Offered Securities and the proposed timing of the Market Sale and the price per share (the “Redemption Price”) at which the respective Preferred Securities will be redeemed (which, in the case of (a) the Series A Securities shall be equal to one hundred (100) times the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designation) divided by the number of shares of Series C Preferred Stock issued and outstanding as of the Series C Original Issue Date (as defined in the Series C Certificate of Designation) times (Y) the volume weighted average for shares of Common Stock on the Market on the proposed date of such Market Sale (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series C Preferred Stock where no corresponding adjustment is made to the Common Stock) and (c) the Series E Securities shall be equal to Conversion Rate (as defined in the Series E Certificate of Designation) t...
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Market Sales. If The Xxxxxxx do not accept Cory’s offer to sell, or if, within the time period set forth in Section 3(b), The Xxxxxxx accept Cory’s offer but only with respect to some but not all of the Shares offered to them, or if The Xxxxxxx fail to close on the purchase of Shares within the time period set forth in Section 4(f) above, Xxxx may sell any such Shares offered to but not purchased by either The Taplins or The Xxxxxxx in open market transactions, in privately negotiated transactions or otherwise so long as any such sales are within the current Sales Window of NACCO or Hyster-Yale, as applicable, and provided such sale is on terms and conditions no more favorable to the purchaser than those terms offered to The Taplins and The Xxxxxxx, provided further, that if the Shares so offered are sold in open market transactions, Xxxx may sell the Shares during such Sales Window at then prevailing market prices. Should Xxxx not complete such sale, she must repeat the right of first refusal process as outlined in Sections 2 and 3 above in conjunction with a subsequent Sales Window.
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Market Sales. Typenex agrees that it will only sell the Warrant Shares over a national securities exchange or national quotation services (i.e., OTCQB), as applicable, or other public market; provided, however, that if the Common Stock is not publicly traded, Typenex shall be allowed to sell the Warrant Shares in a private transaction.
Sample 1
Market Sales. Subject to Section 2.2(b), if (x) following the consummation of the Second Formation Offering, (i) the sum of the MAC Remaining A-4 Share Number plus the number of Consent Shares not yet Transferred by the MAC Trusts is less than 9.5 million but greater than zero and (ii) in accordance with the last sentence of Section 2.1(d), the Company will not effect the Third Formation Offering, (y) following the consummation of the Third Formation Offering, the sum of the MAC Remaining A-4 Share Number plus the number of Consent Shares not yet Transferred by the MAC Trusts is either (A) greater than 9.5 million and the MAC Trusts (acting jointly) have indicated in writing to the Company that no request will be made by the MAC Trusts pursuant to Section 2.1(e)(1) for the Company to conduct a Fourth Formation Offering or (B) less than 9.5 million but greater than zero or (z) following the consummation of the Fourth Formation Offering, the sum of the MAC Remaining A-4 Share Number plus the number of Consent Shares not yet Transferred by the MAC Trusts is greater than zero, then, in the case of any of clauses (x), (y) or (z), the MAC Trusts (acting jointly) shall have the right, by delivery of a written request to the Company (a “Market Shelf Request”), to request that the Company prepare and file with the SEC, and cause to become effective, in each case as promptly as practicable (but no earlier than the applicable Formation Shelf Trigger Date), a Shelf Registration Statement (and any necessary or appropriate prospectuses and prospectus supplements), and the Company shall use its reasonable best efforts to comply with such request, pursuant to which, subject to Section 2.2(b), the MAC Trusts shall be permitted to sell MAC Trusts Registrable Securities issuable upon conversion of Company Series A-4 Common Stock and Consent Shares from time to time after the applicable Formation Shelf Trigger Date (or, if later, the effective time of such Shelf Registration Statement), but in no event later than the twenty-four (24) month anniversary of the Closing Date (with the right to sell such MAC Trusts Registrable Securities to be allocated amongst the MAC Trusts as shall be determined by the MAC Trusts) (including through a broker that acted as underwriter in any Formation Offering or the S&P 500 Index Inclusion Offering); provided that all such sales shall (i) be effected solely through a broker in open market transactions on the New York Stock Exchange or other principal trading...
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Market Sales. In this section we are going to describe how we will manage market and sales strategies. Our market strategies would be according to normal traditions and norms of the local market as changing strategies according to demand and supply changes, taste and liking of customers, by keeping an eye on competitors.
Sample 1
Market Sales. Except as the Company otherwise may agree, Advantage and Genesee, severally, for themselves and their respective affiliates, each hereby agree that from the date hereof through May 31, 1999, they will enter no sales orders and make no sales of the Company's Common Stock, however acquired, on the Nasdaq National Market System ("Nasdaq") or any other public market, including without limitation any hedging transactions or short sales, provided, however, that Advantage, Genesee and their respective affiliates collectively may sell up to an aggregate of 5,000 shares of Common Stock on any day on which the Nasdaq (or other principal securities market for the Common Stock) is open for general trading, on a non-cumulative basis. The restrictions in this Section 1 do not apply if and as long as the bid price quoted on Nasdaq is $13.00 per share or higher.
Sample 1
Market Sales. Rule 144 Sales. ADS may offer, sell or transfer ADS Shares pursuant to a bona fide public offering, registered under the Securities Act of 1933, as amended (the "Securities Act"), or pursuant to any other transaction conducted on a national public stock exchange that is in compliance with the Securities Act. ADS shall not transfer any ADS Shares pursuant to the provisions of Rule 144 of the Securities Act without having first given to the Company an executed copy of any notice on Form 144 required to be filed with the SEC specifying an aggregate number of shares proposed to be sold.
Sample 1
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Related to Market Sales

  • Product Sales Subject to Sections 10.3(c) and 10.3(d), Licensee agrees that it will not sell, offer for sale, or assist third parties (including Affiliates) in selling Product except for the sale and offer for sale of (A) TAF Product, TAF Combination Product, TDF Product and TDF Combination Product for use in the Field and in the countries of the TDF-TAF Territory, (B) COBI Product and COBI Combination Product for use in the Field and in the countries of the COBI Territory, and (C) EVG Product, EVG Combination Product and Quad Product for use in the Field and in the countries of the EVG-Quad Territory.‌ (i) Licensee agrees that during the period in which the Patents are valid and enforceable (on a Product-by-Product basis) it will prohibit its Distributors from selling Product (A) to any other wholesaler or distributor, (B) outside the Territory for which Licensee is licensed for sale of such Product pursuant to Section 2.2, or (C) for any purpose outside the Field. (ii) Licensee agrees that it will not administer the TAF Quad to humans, or sell the TAF Quad until Gilead has obtained marketing approval for the TAF Quad from the FDA. Licensee agrees that it will not administer EVG to humans, or sell Products containing EVG until Gilead has obtained marketing approval for an EVG Product from the FDA. Licensee agrees that it will not administer COBI to humans, or sell Products containing COBI until Gilead has obtained marketing approval for a COBI Product from the FDA. Licensee agrees that it will not administer TAF to humans, or sell Products containing TAF until Gilead has obtained marketing approval for a TAF Product from the FDA. If Gilead obtains marketing approval from the FDA for any Quad Product or a Combination Product containing TAF, COBI or EVG (“Approved Combination Product”) prior to obtaining marketing approval for a TAF Product, EVG Product or COBI Product from the FDA, then Licensee will be allowed to administer such Quad Product or such Approved Combination Product to humans, and sell such Quad Product or such Approved Combination Product from and after the date of such marketing approval from the FDA, but will not (A) administer to humans or sell Combination Products containing EVG other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for an EVG Product, or (B) administer to humans or sell Combination Products containing COBI other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for a COBI Product or (C) administer to humans or sell Combination Products containing TAF other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for a TAF Product.

  • Net Sales The term “

  • Divestitures Except to the extent prohibited by applicable Laws, if any BTC Recipient relinquishes Control of all or part of a business unit, or a particular function or facility of any BTC Recipient after the Effective Date (each, a “Divested Entity”), then at the request of such BTC Recipient, State Street will continue to provide the Services, including Disengagement Assistance to such Divested Entity for a period of time BTC requests, which period will not extend beyond the earlier to occur of: (a) 24 months after such entity becomes a Divested Entity; or (b) the end of the period during which State Street is required to provide Disengagement Assistance under this Agreement, at the rates and in accordance with the terms and conditions set forth in the applicable Service Modules; provided, that, such Divested Entity agrees in writing with State Street to abide by the terms and conditions of the applicable Service Module and any applicable provisions of this Agreement. The applicable BTC Recipient shall remain primarily liable for the obligations of the Divested Entity under the applicable Service Modules.

  • Gross Sales Notwithstanding anything in the Lease to the contrary the definition of Gross Sales shall be as follows:

  • Combination Products If a LICENSED PRODUCT is sold to any third party in combination with other products, devices, components or materials that are capable of being sold separately and are not subject to royalties hereunder (“OTHER PRODUCTS,” with the combination of products being referred to as “COMBINATION PRODUCTS” and the Other Product and Licensed Product in such Combination Product being referred to as the “COMPONENTS”), the NET SALES of such LICENSED PRODUCT included in such COMBINATION PRODUCT shall be calculated by multiplying the NET SALES of the COMBINATION PRODUCT by the fraction A/(A+B), where A is the average NET SALES price of such LICENSED PRODUCT in the relevant country, as sold separately, and B is the total average NET SALES price of all OTHER PRODUCTS in the COMBINATION PRODUCT in the relevant country, as sold separately. If, in any country, any COMPONENT is not sold separately, NET SALES for royalty determination shall be determined by the formula [C / (C+D)], where C is the aggregate average fully absorbed cost of the Licensed Product components during the prior Royalty Period and D is the aggregate average fully absorbed cost of the other essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles. To the extent that any SUBLICENSE INCOME relates to a COMBINATION PRODUCT or is otherwise calculated based on the value of one or more licenses or intellectual property rights held by the COMPANY, an AFFILIATE or SUBLICENSEE, COMPANY shall determine in good faith and report to THE PARTIES the share of such payments reasonably attributable to COMPANY’s or such AFFILIATE’s sublicense of the rights granted hereunder, based upon their relative importance and proprietary protection, which portion shall be the SUBLICENSE INCOME. THE PARTIES shall have the right to dispute such sharing determination in accordance with the dispute provisions of the AGREEMENT.

  • Volume of TIPS Sales Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time.

  • Sales On the settlement date for a sale, Bank will credit the Cash Account with the proceeds of the sale and transfer the relevant Financial Assets to an account at the Bank pending settlement of the trade where not already delivered.

  • Direct Sales The Manager will advise you promptly, on the Offering Date, as to the Securities purchased by you pursuant to the Underwriting Agreement that you will retain for direct sale. At any time prior to the termination of the applicable AAU, any such Securities that are held by the Manager for sale but not sold may, on your request and at the Manager’s discretion, be released to you for direct sale, and Securities so released to you will no longer be deemed held for sale by the Manager. You may allow, and Dealers may reallow, a discount on sales to Dealers in an amount not in excess of the Reallowance set forth in the applicable AAU. You may not purchase Securities from, or sell Securities to, any other Underwriter or Dealer at any discount or concession other than the Reallowance, except with the prior consent of the Manager.

  • Return of Products No Products or part shall be returned to Seller without an approved Return Goods Authorization (“RMA”) from Seller. Custom and special order Products are non-returnable. Returns are subject to a restocking fee.

  • Excess Sales If the number or amount of Contract Securities attributable to an Underwriter pursuant to Section 4.1 hereof would exceed such Underwriter’s Original Underwriting Obligation reduced by the number or amount of Underwriters’ Securities sold by or on behalf of such Underwriter, such excess will not be attributed to such Underwriter, and such Underwriter will be regarded as having acted only as a Dealer with respect to, and will receive only the concession to Dealers on, such excess.

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