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No Flip Sample Clauses

No Flip. For a period of twelve (12) months after the Closing Date without the prior written consent of Seller (unless required to do so pursuant to applicable Law or at the direction of an authorized Government Authority), Buyer shall not, and shall cause its Affiliates not to, divest, sell or otherwise Transfer the Transferred Assets, Transferred Contracts and Transferred IP, or any resulting entity that contains it, in whole or in any substantive part, to a third party; provided, however, that Buyer may sell or otherwise transfer the Transferred Assets, Transferred Contracts and Transferred IP or a material portion thereof as part of a divestiture of Buyer’s business or any part of Buyer’s business in which the Transferred Assets, Transferred Contracts and Transferred IP are reasonably related and the partial divestiture includes other assets.
Sample 1
No Flip. For a period of twelve (12) months after the Closing Date without the prior written consent of Seller (unless required to do so pursuant to applicable Law or at the direction of an authorized Government Authority), Buyer shall not, and shall cause its Affiliates not to, divest, sell or otherwise Transfer the Transferred Assets, Transferred Contracts, Transferred IP and Transferred Employees, or any resulting entity that contains them, in whole or in any substantive part, to a third party; provided, however, that Buyer may sell or otherwise transfer the Transferred Assets, Transferred Contracts, Transferred IP and Transferred Employees or a material portion thereof as part of a divestiture of the Buyer’s business or any part of the Buyer’s business in which the Transferred Assets, Transferred Contracts, Transferred IP and Transferred Employees are reasonably related and the partial divestiture includes other assets.
Sample 1

Related to No Flip

  • No Frustration The Company shall not enter into, announce or recommend to its stockholders any agreement, plan, arrangement or transaction in or of which the terms thereof would restrict, materially delay, conflict with or impair the ability or right of the Company to perform its obligations under the Transaction Documents to which it is a party, including, without limitation, the obligation of the Company to deliver the Shares to the Investor in respect of an Advance Notice.

  • No Fraud No error, omission, misrepresentation, negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken place on the part of the Company, or the Mortgagor, or to the best of the Company's knowledge, any appraiser, any builder, or any developer, or any other party involved in the origination of the Mortgage Loan or in the application of any insurance in relation to such Mortgage Loan;

  • No Fees Except as disclosed to the Representative in writing, the Company has not made any direct or indirect payments (in cash, securities or otherwise) to (i) any person, as a finder’s fee, investing fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who provided capital to the Company, (ii) any FINRA member, or (iii) any person or entity that has any direct or indirect affiliation or association with any FINRA member within the 12-month period prior to the date on which the Registration Statement was filed with the Commission (“Filing Date”) or thereafter.

  • No Finders The parties each agree to indemnify and hold harmless the other against any expense incurred by reason of any consulting, brokerage commission or finder's fee alleged to be payable to any person in connection with the transactions contemplated hereby because of any act, omission or statement of indemnifying party or any dealings by the indemnifying party with any consultant, broker or finder.

  • No Finder Neither Buyer nor any Person acting on its behalf has paid or become obligated to pay any fee or commission to any broker, finder or intermediary for or on account of the transactions contemplated by this Agreement.

  • No Fractional Share No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective Warrant Price.

  • No Fractional Shares Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.

  • No Fractional Warrants Other Than as Part of Units The Company shall not issue fractional Warrants other than as part of the Units, each of which is comprised of one share of Common Stock and one-half of one Public Warrant. If, upon the detachment of Public Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.

  • No Fractional Shares or Scrip No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

  • No Integration The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

Most Referenced Clauses

Most Referenced Definitions