Orderly Market. EPS undertakes, vis a vis BRC and the Company, to effect Transfer of shares issued by the Company in an orderly manner of disposition that does not disrupt the market for the shares of the Company. EPS is free to Transfer shares below 1 million per week. Above that level, EPS shall consult the CFO of the Company to ensure an orderly market of the shares. This undertaking enters in force on July 1, 2005 and shall remain valid for the duration of the Shareholders' Agreement. This Lock-Up Agreement shall be notified by EPS to the Company in order to evidence the undertaking assumed by EPS vis a vis the Company as set forth in this Section 2.
Orderly Market. Investor acknowledges that the maintenance of an orderly market in the Common Units is in the best interests of ETE, Investor and other holders of Common Units. Investor agrees, unless (a) it shall have the prior written consent of ETE or (b) such offer(s) and sale(s) are pursuant to an Underwritten Offering, Investor shall not sell, or offer to sell, after the Initial Restriction Expiration Date, Common Units on the New York Stock Exchange (“NYSE”) or any other public market upon which the Common Units are then traded, on any trading day in an amount in excess of 10% of the average daily trading volume of the Common Units on the NYSE, or such other market, for the previous ten trading days, or such other amount as may be mutually agreed upon in writing by ETE and Investor.
Orderly Market. Seller agrees that for one (1) year following the Closing Date (the “Orderly Trading Period”), for any transfer of Shares, other than a pro rata distribution to the stockholders of Seller in connection with a dissolution of Seller (which for the avoidance of doubt shall not be prohibited or restricted by this Section 3.7), taking place on any single Trading Day that exceeds 15% of the average daily trading volume of Purchaser Common Stock on Nasdaq over the five (5) Trading Day period ending on the Trading Day immediately prior to such Trading Day, to conduct such Share transfer as a block trade or other disposition through a market participant designated by Purchaser. Notwithstanding the foregoing, this Section 3.7 will not preclude sales pursuant to a bona fide third party tender offer for all outstanding shares of Purchaser Common Stock, merger, consolidation or other similar transaction made to all holders of Purchaser’s securities involving a change of control of Purchaser (including the entering into any lock-up, voting or similar agreement pursuant to which Seller may agree to transfer, sell, tender or otherwise dispose of Shares or other such securities in connection with such transaction, or vote any Shares or other such securities in favor of any such transaction).
Orderly Market. (a) Subject to clause 6.6(b), any Consideration Shares and any Top-Up Shares held by any member of the BBY Shareholders' Group at the end of the Lock-in Period shall only be the subject of a Disposal by such member of the BBY Shareholders' Group in such manner as the BBY Brokers may reasonably require so as to ensure an orderly market in CPW's Shares.
(b) The restriction in clause 6.6(a) shall cease to have effect once the BBY Shareholders' Group hold, in aggregate, less than 4 million Consideration Shares and Top-Up Shares in aggregate.
Orderly Market. Investor agrees that, from the Effective Date and so long as Investor beneficially owns (or holds securities convertible into) 5% or more of the Company’s outstanding Common Stock (the “Clear Market Period”) for any transfer of shares of Common Stock that exceeds 25% of the average daily trading volume of the Common Stock of the Company on Nasdaq Global Select Market over the thirty (30) trading day period ending on the trading day immediately prior to such trading date, to conduct such transfer as, (i) an underwritten registered offering of shares of Common Stock or (ii) a block trade or other disposition through a market participant designated by the Company. Notwithstanding the foregoing, this Section 8.1 will not preclude (x) sales pursuant to a bona fide third party tender offer for all outstanding shares of Common Stock, merger, consolidation or similar transaction made to all holders of the Company’s securities involving a Change of Control of the Company (including the entering into any lock-up, voting or similar agreement pursuant to which the Investor may agree to transfer, sell, tender or otherwise dispose of shares of Common Stock or other such securities in connection with such transaction, or vote any shares of Common Stock or such other securities in favor of such transaction) or (y) sales made pursuant to privately negotiated transactions with third parties.
Orderly Market. 11.1 For the period of one year after receiving any Consideration Shares at First Completion (in respect of such shares) and for the period of one year after receiving any Consideration Shares at Second Completion (in respect of such shares), and in respect of PTCF only, for one year after receiving Consideration Shares on the exercise of its right in clause 10.1, if the Purchaser engages an underwriter in connection with the admission of its shares (including some or all of the Consideration Shares issued to the Seller) to a Recognised Investment Exchange (an “Admission”), each Seller shall comply with any requirement imposed by such underwriter in connection with such Admission not to sell, charge, pledge or otherwise dispose of any Consideration Shares allotted to him (or his nominee), or any interest in any of them, except in accordance with a prior waiver by the Purchaser or to the extent necessary to permit the Seller:
(A) to sell Consideration Shares allotted to it to meet either a Tax liability in respect of the sale of the Sale Shares under this Agreement or a claim in respect of the Warranties, provided that in either case that such sales of Consideration Shares are effected on a best execution basis through the broker then appointed by the Purchaser;
(B) to accept a general offer made for the entire issued share capital of the Purchaser (other than any issued share capital held by the offeror, and/or persons acting in concert with the offeror); or
(C) to execute an irrevocable undertaking to accept a general offer for the entire issued share capital of the Purchaser (other than any issued share capital held by the offeror and/or persons acting in concert with the offeror).
Orderly Market. Zentalis agrees that for one year following the Closing Date (the “Orderly Trading Period”), for any transfer of Shares that exceeds 15% of the average daily trading volume of the Common Stock on Nasdaq over the five (5) Trading Day period ending on the Trading Day immediately prior to such trading date, to conduct such Share transfer as a block trade or other disposition through a market participant designated by Immunome. Notwithstanding the foregoing, this Section 5.3 will not preclude sales pursuant to a bona fide third party tender offer for all outstanding shares of Common Stock, merger, consolidation or other similar transaction made to all holders of Immunome’s securities involving a change of control of Immunome (including the entering into any lock-up, voting or similar agreement pursuant to which Zentalis may agree to transfer, sell, tender or otherwise dispose of Shares or other such securities in connection with such transaction, or vote any Shares or other such securities in favor of any such transaction).
Orderly Market. For the purposes of this clause 10:
Orderly Market. Any Sale of Common Stock by a Stockholder (other than a Permitted Transfer) as a sale on AIM or other on market sale must be effected through the Company’s broker at the relevant time and in accordance with such broker’s reasonable requests so as to ensure an orderly market for the Common Stock; provided that, where the terms of such Sale (which must be provided by such broker to the relevant Stockholder within two AIM trading days of such Stockholder’s placing a sale order) are less favorable in any respect (including but not limited to price, volume, commissions, fees, expenses and timing) than such Stockholder can obtain elsewhere, such Stockholder shall be entitled to dispose of the relevant Common Stock through another broker on such more favorable terms. A Stockholder making a Sale other than on AIM shall give notice of such Sale to the Company and either 3i QPEL (if such Stockholder is a member of the BFI Group) or BFI (if such Stockholder is a member of the 3i QPEL Group).
Orderly Market. Sellers hereby covenant and agree as follows:
(A) For a period beginning on the date of this Agreement and ending on the second anniversary date hereof, the Sellers will not, without the prior consent of the Company’s Board of Directors specifically expressed in a resolution adopted by a majority of the directors of the Company who are not agents, affiliates, employees, directors or designees of a Seller, sell, transfer, or otherwise dispose of Remaining Voting Securities in excess of the following number of shares of Common Stock (adjusted for any stock splits) in the aggregate during the time periods set forth below, except to any affiliate, subsidiary or entity under the direct or indirect control of, or under common control with, the Seller: date of this Agreement through December 31, 2009 100,000 calendar 2010 200,000 January 1, 2011 to second anniversary hereof 100,000
(B) For purposes of this subsection: “Seller” means E. Xxxxxx Xxxxxx and Solidus Company, L.P., its or his successors, affiliates, subsidiaries, and other corporations, entities and persons under its or his direct or indirect control or under common control or acting on its or his behalf or in concert with it or him, and, as to an individual, his executors, heirs and beneficiaries; and “Remaining Voting Securities” means common stock and any other securities owned by Seller entitled to vote generally for the election of the Company’s directors and not otherwise purchased by the Company pursuant to the Stock Purchase.
