Permitted Window; Sale Procedures Sample Clauses

Permitted Window; Sale Procedures. (i) A "Permitted Window" is a period of ten (10) consecutive trading days commencing upon At Home's written notification to the Webshots Shareholders in response to a Notice of Resale that the prospectus contained in the Form S-3 registration statement filed pursuant to Section 13.2 of this Agreement is available to be used for resales of Registrable Securities pursuant to the Shelf Registration (or a Subsequent Registration, as applicable).
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Permitted Window; Sale Procedures. (i) A "PERMITTED WINDOW" is a period of twenty (20) consecutive calendar days commencing upon HNC's written notification to the Stockholders in response to a Notice of Resale that the prospectus contained in the Form S-3 registration statement filed pursuant to Section 1.2 of this Agreement is available to be used for resales of Registrable Securities pursuant to the Shelf Registration (or a Subsequent Registration, as applicable).
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Permitted Window; Sale Procedures. (i) The "PERMITTED WINDOW" is a period of 30 consecutive calendar days (subject to Sections 1.3 and 1.6(c)) commencing upon HNC's giving written notice to the Security Holders that the prospectus contained in the Form S-3 registration statement filed pursuant to Section 1.2 of this Agreement is available to be used for the resale of Registrable Securities pursuant to the Shelf Registration (or a Subsequent Registration, as applicable) (the "WINDOW NOTICE"). Upon receipt of notification from the SEC that the Shelf Registration is effective, HNC will give the Window Notice to all Holders as soon as practicable, but in no event more than four business days after HNC's receipt of such notification from the SEC, that the Registration Statement is effective and that the prospectus contained in the registration statement for the Shelf Registration (or Subsequent Registration, if applicable) is current (it being acknowledged that it may be necessary for HNC during this four-day period to supplement the prospectus or make an appropriate filing under the Exchange Act so as to cause the prospectus to become current).
Sample 1
Permitted Window; Sale Procedures. (i) During the S-1 Shelf Effectiveness Period, a "S-1 Shelf Permitted Window" means a period commencing on the later of (A) the Company's written notification to the Holders in response to a Notice of Resale in accordance with clause (iii), or (B) the first day of the second month of each calendar quarter (i.e., November 1, 1999, February 1, 2000, etc.) and ending on the last day of the second month of each calendar quarter (i.e., November 30, 1999, February 29, 2000, etc.) during the S-1 Shelf Effectiveness Period; provided, however, that in the event the Company determines that an amendment to the registration statement is necessary as provided in clause (iii), the S-1 Shelf Permitted Window shall extend beyond the last day of the second month of each quarter so as to permit the Holder to sell Registrable Securities for one day for each day that the registration statement was not effective during the second month of the calendar quarter up to a maximum of five (5) business days commencing upon effectiveness of the amended registration statement; provided, further, that if the Company shall determine to register any of its equity securities either for its own account or any other stockholders of the Company, other than a registration relating solely to employee benefits plans or a Rule 145 transaction (a "Company Registration"), the S-1 Shelf Permitted Window shall mean any time during the S- 1 Shelf Effectiveness Period that the Company or other stockholders of the Company are permitted to sell in the Company Registration.
Sample 1
Permitted Window; Sale Procedures. (i) A "Permitted Window" is a period of twenty (20) consecutive calendar days commencing upon Company's written notification to the Investors (as required in Section 1.2(f)(ii) below) in response to a Notice of Resale that the prospectus relating to the Registration Statement is available to be used for resales of Registrable Securities pursuant to the Shelf Registration, except that, if Company fails to give the Two-Day Notice or the Five-Day Notice (as defined below) within the time periods required in Section 1.2(f)(ii), then the Permitted Window will commence on the first business day immediately following the date by which Company was required in that section to give such Two-Day Notice or Five-Day Notice, as applicable.
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Permitted Window; Sale Procedures 
Sample 1

Related to Permitted Window; Sale Procedures

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

  • Sale Procedure 31 22.2 Application of Proceeds of Sale..............................34 22.3

  • Sale Process If a Non-Economic Facility is marketed for sale in accordance with Section 5.02 and Manager receives an offer therefor which it wishes to accept on behalf of the relevant TRS and Owner, Manager shall give the relevant TRS prompt notice thereof, which notice shall include a copy of the offer and any other information reasonably requested by such TRS. If the relevant TRS, on behalf of the relevant Owner, shall fail to accept or reject such offer within seven (7) Business Days after receipt of such notice and other information from Manager, such offer shall be deemed to be accepted. If the offer is rejected by the relevant TRS on behalf of the relevant Owner, and if Manager elects to continue marketing the Non-Economic Facility by providing written notice to the relevant TRS within seven (7) days of such rejection and Manager does not obtain another offer within ninety (90) days that is accepted by the relevant TRS, the Non-Economic Facility shall be deemed to have been sold to the relevant TRS on the date, at the price and on such other terms contained in the offer. If a Non-Economic Facility is sold to a third party or deemed to have been sold to the relevant Owner pursuant to such offer, effective as of the date of sale or deemed sale: (i) the Management Agreement shall terminate with respect to such Non-Economic Facility; (ii) Aggregate Invested Capital shall be reduced by an amount equal to the net proceeds of sale after reduction for the costs and expenses of the relevant TRS, the relevant Owner and/or Manager (or, in the case of a deemed sale, the net proceeds of sale determined by reference to such offer, after reduction for any amounts actually expended and any amounts which would reasonably have been expected to have been expended if the sale had been consummated by the relevant TRS, the relevant Owner and/or Manager). If the reduction in Aggregate Invested Capital is less than the Invested Capital of the Non-Economic Facility sold or deemed to have been sold, the difference shall be proportionately reallocated to the Invested Capital of the remaining Facilities.

  • Company Procedures Whenever the Company is required by this Agreement to effect the registration of any Registrable Securities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect each such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as soon as practicable:

  • Offer and Sale Procedures Each of the Initial Purchasers and the Company hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities:

  • Termination Procedures If Parent wishes to terminate this Agreement pursuant to Section 8.1(a) or Section 8.1(c), Parent shall deliver to the Company a written notice stating that Parent is terminating this Agreement and setting forth a brief description of the basis on which Parent is terminating this Agreement. If the Company wishes to terminate this Agreement pursuant to Section 8.1(b) or Section 8.1(d), the Company shall deliver to Parent a written notice stating that the Company is terminating this Agreement and setting forth a brief description of the basis on which the Company is terminating this Agreement.

  • Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the Fund:

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • Offer, Sale and Resale Procedures Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby agree to observe the following procedures in connection with the offer and sale of the Securities:

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