Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares (including any Additional Shares) in the open market. The Investor shall give written notice to SPAC and the Escrow Agent of any sale of the Shares (including any Additional Shares) pursuant to this Section 4(c) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”), and the Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.80 per Share prior to the payment of any commissions due by the Investor for the sale, accompanied by the broker’s confirmation of the transaction. If the Investor sells any Shares (including any Additional Shares) in the open market after the Business Combination Closing Date and prior to the three (3) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.80 (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPAC’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmation, the Escrow Agent shall release from the Escrow Account to SPAC an amount equal to $10.80 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(c) may be sold to SPAC pursuant to the terms of Section 1 hereof.
Open Market Sale. Notwithstanding anything to the contrary herein, the Investors: (i) agree not to, prior to the Registration Statement Effective Date, Transfer (as defined below) any Shares (including any Additional Shares); and (ii) shall, commencing on the Registration Statement Effective Date, use commercially best efforts to sell any or all of the Shares (including any Additional Shares) in the open market if the sale price exceeds the price per share SPAC Ordinary Shares are redeemed for in connection with the SPAC's shareholder's approval of the Business Combination (the “Shares Purchase Price”) prior to payment of any commissions due by the Investors for such sale. Upon the sale of any Shares (including any Additional Shares) pursuant to this Section 5(e), the Investors shall provide written notice of such sale to the Escrow Agent and to the Counterparty in the manner contemplated by Section 5(f)(ii) of this Agreement. For purposes hereof, “Transfer” means the (a) direct or indirect transfer, sale or assignment of, offer to sell, contract or any agreement to sell, hypothecate, pledge, encumber grant of any option to purchase or otherwise dispose of, either voluntarily or involuntarily, or any agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security (except in any case that each Investor may hold any security in a prime brokerage account subject to a lien over property in such account generally), (b) entry into any hedging, swap or other arrangement that directly or indirectly transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and “Contract” means any contract, subcontract, agreement, indenture, note, bond, loan or credit agreement, instrument, installment obligation, lease, mortgage, deed of trust, license, sublicense, commitment, power of attorney, guaranty or other legally binding commitment, arrangement, understanding or obligation, whether written or oral, in each case, as amended and supplemented from time to time and including all sched...
Open Market Sale. Notwithstanding anything to the contrary herein, the parties agree that KAF shall after the closing of the Business Combination have the right but not the obligation to sell any or all of its Shares that the Rights convert into in the open market if the share price equals or exceeds $8.50 per Share. In furtherance of the foregoing, KAF shall have the right to sell such Shares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least $8.50. In the event that KAF sells any Shares (including and Additional Shares), as provided in this Section 4.c., at a sale price of less than $10.92 per Share for the first 102,171 Shares and $10.71 per Share for the next 93,676 Shares, it shall provide notice to the Company within three (3) Business Days of such sale, and such notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $8.50, and the Company shall pay KAF, no later than five (5) Business Days after its receipt of the notice, in accordance with KAF’s written instructions an amount equal to (x) the number of Shares (including any Additional Shares) sold multiplied by (y) the amount by which $10.92 or $10.71, as applicable, exceeds the sale price per Share. Should the Company fail to make the payment required under this Section 4.c., the Company shall, without prejudice or limitation to any other remedies available to KAF in law or equity, pay a penalty on such amount due at the rate of 18% per annum from the due date until the date of payment in full.”
Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investor shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares in the open market. The Investor shall give written notice to SPAC and the Escrow Agent of any sale of the Shares pursuant to this Section 4(b) within three (3) Business Days following the date of such sale (the “Open Market Sale Notice”), and the Open Market Sale Notice shall include the date of the sale and the number of Shares sold. If the Investor sells any Shares in the open market after the Business Combination Closing Date and prior to the three (3) month anniversary of the Business Combination Closing Date (such sale, the “Early Sale” and such shares, the “Early Sale Shares”), then, within five (5) Business Days after SPAC’s and the Escrow Agent’s receipt of such Open Market Sale Notice and broker’s confirmation, the Escrow Agent shall release from the Escrow Account to SPAC an amount equal to $10.30 per Early Sale Share sold in such Early Sale. For the avoidance of doubt, unless otherwise provided herein, any Shares not sold in the open market pursuant to this Section 4(b) may be sold to SPAC pursuant to the terms of Section 1 hereof.
Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that each Investor shall, commencing on the day after the date by which shares of common stock of Merida must be tendered for redemption in conjunction with Merida’s stockholders’ approval of the Business Combination (the “Redemption Date”), have the right, but not the obligation, to sell any or all of the Shares held by such Investor (including any Additional Shares) in the open market if the sale price exceeds $10.01 per Share prior to payment of any commissions due by the Investor for such sale. Each Investor shall give written notice to the Company and Escrow Agent of any sale of Shares (including any Additional Shares) pursuant to Section 4(c) within three (3) Business Days following the date of such sale (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.01 per Share prior to the payment of any commissions due by the Investor for the sale. If an Investor sells any Shares (including any Additional Shares) in the open market after the Redemption Date and prior to the one (1) month anniversary of the Business Combination Closing Date at a sales price per Share that is greater than $10.06 (such sale, the “Early Sale” and such Shares, the “Early Sale Shares”), then, within five (5) Business Days of the Company’s and the Escrow Agent’s receipt of such Open Market Sale Notice, the Escrow Agent shall release from the Escrow Account (x) to the selling Investor an amount equal to $0.05 per Early Sale Share sold by such Investor (the “Early Sale Premium”), which shall be paid by wire transfer of immediately available funds from the Escrow Account to the Investor, and (y) to the Company an amount equal to $10.11 per Early Sale Share sold in such Early Sale.
Open Market Sale. Notwithstanding anything to the contrary herein, the parties agree that KAF shall, after the closing of the Business Combination, have the right but not the obligation to sell any or all of its Shares that the Rights convert into in the open market if the share price equals or exceeds $10.50 per Share (the “OM Sale Price”). In furtherance of the foregoing, KAF shall have the right to sell such Shares at any time provided that the price received by KAF (not including any commissions due by KAF for the sale) is at least the OM Sale Price.
Open Market Sale. Notwithstanding anything to the contrary herein, the Parties agree that the Investors shall, commencing on the Business Combination Closing Date, have the right, but not the obligation, to sell any or all of the Shares in the open market if the sale price exceeds $10.02 per Share prior to payment of any commissions due by the Investors for such sale.
Open Market Sale. Notwithstanding anything to the contrary herein, the parties agree that Xxxxxx shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell its Shares (including Additional Shares) in blocks of at least 25,000 Shares (the “Minimum Block Size Condition”) in the open market if the sale price exceeds $8.50 per Share prior to payment of any commissions due by Xxxxxx for the sale, or, without meeting the Minimum Block Size Condition, Xxxxxx shall have the right but not the obligation to sell any or all of its Shares (including any Additional Shares) in the open market if the sale price exceeds $10.50 per Share prior to payment of any commissions due by Xxxxxx for such sale. Xxxxxx shall give written notice to the Company of any sale of Shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.50 per Share (or greater than $8.50 per Share provided that Xxxxxx meets the Minimum Block Size Condition) prior to the payment of any commissions due by Xxxxxx for the sale.”
Open Market Sale. Notwithstanding anything to the contrary herein, the parties agree that Yakira shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell any or all of its Shares (including any Additional Shares) in the open market if the sale price exceeds $10.50 per Share prior to payment of any commissions due by Yakira for the sale; provided, however prior to the six (6) month anniversary of the Business Combination Closing Date, Yakira may not engage in any hedge transactions (including engaging in any transactions involving any derivative securities of the Company and including any Short Sales involving any of GigCapital and the Company’s securities). In furtherance of the foregoing, Yakira shall have the right to sell such Shares at any time provided that the price received by Yakira is as stated in the prior sentence. Yakira shall give written notice to the Company of any sale of Shares (including any Additional Shares) within two (2) Business Days of the date of such sale, and such notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.50 per Share prior to the payment of any commissions due by Yakira for the sale.
Open Market Sale. Notwithstanding anything to the contrary herein, the parties agree that Xxxxxx shall, commencing on the day after the Business Combination Closing Date, have the right but not the obligation to sell any or all of its Shares (including any Additional Shares) in the open market if the sale price exceeds $10.50 per Share prior to payment of any commissions due by Xxxxxx for such sale. Xxxxxx shall give written notice to the Company of any sale of Shares (including any Additional Shares) within three (3) Business Days following the date of such sale, and such notice shall include the date of the sale, the number of Shares sold, and confirmation that the sale price per Share was greater than $10.50 per Share prior to the payment of any commissions due by Xxxxxx for the sale.
