Open Market Sales. Prior to any sale or disposition by a Selling Partner of any of its shares of MajorCorp Stock in a Rule 144 Sale, such Selling Partner shall give notice (a "Rule 144 Notice") to the Board of Directors of MajorCorp and each other Partner (excluding any Partner that was an Exclusive Limited Partner at the time the Partnership converted to corporate form, the "Non-Selling Partners") of the number of shares of MajorCorp Stock proposed to be sold and the intended manner of disposition. The Rule 144 Notice shall constitute an irrevocable offer (a "Rule 144 Offer") by such Selling Partner to the Non-Selling Partners to sell the number of shares of MajorCorp Stock so proposed to be sold at a price equal to the Market Value of such shares determined as provided in Section 12.7(g).
Open Market Sales. During the Lock-Up Period, but in no event prior to the day that is six months from the Closing Date, (such periods as may be reduced or waived by the mutual agreement of the Parties), to the extent that (A) the VWAP (as defined below) of the Achari Put Shares exceeds 120% of the then applicable Share Purchase Price (for the avoidance of doubt, giving effect to any anti-dilution or other adjustments as contemplated by Section 1(h) above) and (B) the daily volume of the SPAC New Shares on the Trading Market on which the SPAC New Shares are then listed or quoted exceeds 50,000 SPAC New Shares for ten (10) consecutive Trading Days (as defined below, and such per share price a “Favorable Trading Price”), the Lock-Up shall be deemed automatically and temporarily released for a period of four (4) Trading Days (a “Release Window”). If during a Release Window, an Achari Put Holder intends to consummate an Open Market Sale (as defined below), such Achari Put Holder shall notify the Company in writing (a “Release Notice”) pursuant to the notice provisions hereof, and the Company shall promptly (and no later than one (1) Business day following the date of such Release Notice) confirm their agreement regarding the occurrence of such Release Window. Upon delivery of a Release Notice (which may be delivered in multiple instances), the Achari Put Holders shall immediately, and in good faith, begin to use commercially reasonable efforts, with the full assistance of the Company (including the transfer agent), to the extent required, attempt to sell, transfer, exchange or otherwise dispose of, for value, Achari Put Shares to third parties unaffiliated with the Company in the open market (“Open Market Sales”) during such Release Window at or above the Favorable Trading Price; provided that no more than 50,000 Achari Put Shares may be sold by the Achari Put Holders pursuant to such Open Market Sale(s) during any seven (7) calendar day period within such Release Window (unless otherwise agreed to by the Company via written notice to the Achari Put Holders). For the avoidance of doubt, Open Market Sales may be agreed or committed to during a Release Window and consummated within five (5) Business Days of the expiration of such Release Window. To the extent that an Achari Put Holder is able to successfully consummate any such Open Market Sales, such Achari Put Holder shall provide prompt written notice to the Company pursuant to the notice provisions hereof, and upon receipt of ...
Open Market Sales. Notwithstanding anything to the contrary herein, and without limiting the terms hereof, the Parties agree that the Investor shall have the right, but not the obligation, at its sole discretion, to sell any or all of the Shares in the open market at any time. Upon any such sale, the Company shall be paid from the Escrow Account (as defined herein) the then-current Reset Price per Share sold by Investor, and Investor shall (i) retain the remaining proceeds from the sale of the Shares and (ii) be paid from the Escrow Account an amount in cash equal to the product of (A) the number of Shares sold by Investor multiplied by (B) the difference of (I) the Shares Purchase Price minus (C) the Reset Price, with such payments from the Escrow Account to be made pursuant to Section 4(e) hereof.
Open Market Sales. The Parties acknowledge and agree that prior to the Effective Date, the Investors have in the aggregate previously sold in the open market 599,439 Shares (the “Previously Sold Shares”). The Parties agree that the Investors shall have the right, but not the obligation, to sell any or all of the Shares in the open market if the sale price exceeds $10.01 per Share prior to payment of any commissions due by the Investors for such sale. Each Investor shall give written notice to the Company and the Escrow Agent of any open market sale or any other disposition of the Shares, including pursuant to the delivery of Shares in connection with the exercise of any derivative transactions entered into by such Investor (which shall be treated as a sale for purposes of Section 3.1 of the Escrow Agreement), made after the Effective Date, within three (3) Business Days following the date of such sale or other transfer (each, an “Open Market Sale Notice”), and each Open Market Sale Notice shall include the date of the sale or other transfer and the number of Shares sold or transferred.
(g) Section 4(d) of the Forward Share Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Open Market Sales. 5 3.2. Private Sales . . . . . . . . . . . . . . . . . . . . 6 3.3. Right of First Refusal . . . . . . . . . . . . . . . . 6 3.4. Tender Offers . . . . . . . . . . . . . . . . . . . . 7 3.5. Restrictions Following Offerings . . . . . . . . . . . 9 3.6.
Open Market Sales. For a period of five (5) years from the date of this Agreement, the Stockholder will make open market sales of Company Securities only (i) pursuant to a registration statement filed by the Company in accordance with the rules and regulations of the Securities Act of 1933 (the "Securities Act") or (ii) in volumes not exceeding the limitations set forth in Rule 144(e)(1) under the Securities Act (whether or not the Stockholder's sales of Company Securities are then subject to Rule 144) and, in the case of this clause (ii), otherwise in accordance with Rule 144 under the Securities Act to the extent applicable.
Open Market Sales. After the consummation of an Initial Public Offering, a Shareholder may Transfer shares of Common Stock without regard to the restrictions imposed by Sections 4.3 and 4.4 (other than Section 4.4(b)), if the following conditions are satisfied:
(a) the shares of Common Stock Transferred shall be sold into the open market in accordance with the applicable requirements of Rule 144 under the Securities Act;
(b) the Transferor shall have delivered to the Company in advance of the Transfer (i) a properly completed and signed certificate of the Transferor, substantially in the form attached hereto as Annex D-1, and (ii) if required by the terms of such Transferor's certificate, a properly completed and signed certificate of the Transferee substantially in the form of Annex D-2, in the case of any such Transfer during the Investment Period, or Annex D-3, in the case of any such Transfer after the Investment Period (the certification(s) required by clauses (i) and (ii), collectively, an "Open Market Transfer Certificate"); and
(c) the Transfer shall not violate any applicable Underwriters' Lockup. The Company need not accept any Open Market Transfer Certificate if it has reasonable grounds to believe that such certificate is false, in which case the Shareholder shall not Transfer the shares of Common Stock. Neither the Company nor the Transferor shall have any obligation to determine the identity of any Transferee or otherwise investigate the circumstances in which the Transfer is to occur.
Open Market Sales. Open market sales of Warrant Shares or any other Capital Stock may only be made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "SECURITIES ACT"), or pursuant to an available exemption from registration as evidenced by a written opinion from the Investor's counsel, which counsel shall be experienced in securities law matters, and which opinion shall be reasonably satisfactory in form and substance to Vitas and its counsel.
Open Market Sales. The ordinary business of the Cooperative is the processing of Hard Amber Durum into pasta products for human consumption. However, the Cooperative may sell any durum delivered pursuant to this Agreement on an open market basis.
Open Market Sales. (a) Notwithstanding anything to the contrary herein, the parties agree that Radcliffe shall, after the closing of the Business Combination, have the right but not the obligation to sell any or all of its Shares into in the open market if the share price equals or exceeds $10.10 per Share (the “Market Sale Price”). In furtherance of the foregoing, Radcliffe shall have the right to sell such Shares at any time provided that the price received by Radcliffe (not including any commissions due by Radcliffe for the sale) is at least the Market Sale Price.
(b) Notwithstanding anything to the contrary herein, upon the prior written approval of BCYP Radcliffe may sell any or all of its Shares into in the open market on the terms mutually agreed upon by BCYP and Radcliffe.
