Post-Closing Sales Sample Clauses

Post-Closing Sales. From the Closing Date until the date that is 180 days after the Closing Date (the “Lock Up Period”), each of WW, RW, RL, DW and HS (collectively, the “Locked-Up Stockholders”) shall not sell, transfer (including by operation of Law), give, pledge, encumber, assign or otherwise dispose of (including, without limitation, any Constructive Disposition (as defined below)), or enter into any Contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any of such Stockholder’s Shares (or any right, title or interest thereto or therein) any of their respective Shares; provided, however, that each of the Locked-Up Stockholders shall be permitted to sell (A) shares of Common Stock beneficially owned by such Stockholder pursuant to a plan in effect as of the date hereof in compliance with Rule 10b5-1 under the Exchange Act (each a “Rule 10b5-1 Plan”), subject to the monthly or quarterly limitations set forth opposite each of such Locked-Up Stockholder’s name on Schedule I hereto; provided, further, that to the extent any Locked-Up Stockholder has in effect, as of the date hereof, a Rule 10b5-1 Plan that expires on or prior to the end of the Lock Up Period, such Locked-Up Stockholder shall be entitled to renew such Rule 10b5-1 Plan or enter into a replacement Rule 10b5-1 plan prior to the end of the Lock Up Period, but only to the extent such renewed or replacement Rule 10b5-1 Plan contains volume trading restrictions identical to such restrictions contained in the applicable current Rule 10b5-1 Plan and (B) effect Tax Sales.
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Post-Closing Sales. If Notices of Acceptance given by the Preemptive Rights Holders do not cover in the aggregate all of the New Debt or Equity Interests, the Company may during the 180 days following the end of the Election Period sell or issue to any other Person or Persons all or any part of the New Debt or Equity Interests not covered by such Notices of Acceptance, but only on terms and conditions that are no more favorable, with respect to price or other material terms in the aggregate, to such Person or Persons or less favorable, with respect to price or other material terms in the aggregate, to the Company than those set forth in the Preemptive Offer Notice. If such sale or issuance is not consummated within such 180-day period for any reason, then the restrictions provided for in this Article IV shall again become effective.
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Post-Closing Sales. Notwithstanding anything herein to the contrary, during the period starting from the Closing Date and ending on the date on which the Exclusive Distribution Rights becomes effective, the Company and its Affiliates shall have the right to continue to sell and distribute products manufactured by the Company (including the Business Product), and under no circumstances shall Acquiror or its Affiliates take any action to interfere with or otherwise hinder such rights of the Company and its Affiliates under this Section 8.14. Notwithstanding the foregoing, the Company and its Affiliates shall be permitted to, and nothing shall prohibit or restrict the Company’s and its Affiliate’s ability to, sell and distribute for a period of (i) three (3) months following the Closing Date, or (ii) if longer, until such time that Acquiror obtains the approval of the relevant Governmental Entity to sell and market the Business Product in the United States the products manufactured by the Company in accordance with any Contract in effect as of the Closing Date.
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Post-Closing Sales. 7.3.1 The Parties commit to fulfilment of the Sale Agreements for the harvest commencing in January 2015.
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Post-Closing Sales. In the event orders for DynaTrax unit(s) are received by Seller prior to the Closing Date, Seller may accept such orders and fulfill them out of Retained Units (thereby reducing the number of Retained Units included in the Excluded Assets), and Seller shall be entitled to retain 100% of the sales proceeds. Following the Closing Date, Seller shall have the right to sell Retained Units in connection with the Data Valet program. "DynaTrax unit" shall have the definition set forth in Exhibit G.
Sample 1
Post-Closing Sales. (a) During the period following the Closing and until the Termination Date, if UbiquiTel purchases Subordinated Notes in exchange for Senior Discount Notes and/or cash in transactions which are not part of the Exchange Offer, in privately negotiated transactions or otherwise, all as contemplated by the Offering Memorandum, the remaining Escrow Funds shall be used by UbiquiTel to purchase Subordinated Notes, in which case, to the extent so used, the Companies shall issue additional Series B Notes and Warrants (in principal amount and number of shares subject to purchase thereunder, respectively, corresponding to the amount so used from the Escrow Fund) to each Purchaser in the proportionate amount to which such Purchaser is entitled. (b) As of the Termination Date, if and to the extent any Escrow Funds have not been disbursed to purchase Subordinated Notes hereunder pursuant to this Section 1, each Purchaser shall have the option, exercisable by notice to UbiquiTel prior to the Termination Date, to purchase additional Series B Notes and Warrants in any amount up to such Purchasers' proportionate share of such undisbursed Escrow Funds. For each Purchaser who exercises such option, the Companies shall issue Series B Notes and Warrants (in principal amount and number of shares subject to purchase thereunder, respectively, corresponding to the amount subject to the options exercised) to such Purchaser in an amount equal to the amount specified by such Purchaser in such notice, and shall disburse to such Purchaser any amounts (including interest) remaining in the Escrow Fund to which such Purchaser is entitled. The Companies shall disburse to each Purchaser who does not exercise such option such amounts (including interest) remaining in the Escrow Fund to which such Purchaser is entitled. The Series B Notes and Warrants purchased pursuant this Section 1.5(b) shall have a maximum aggregate Purchase Price of $2,000,000, and if Purchasers exercise their options hereunder in an amount that exceeds $2,000,000, such options shall be proportionately reduced. (c) Subject to the limitation set forth in Section 7.9 hereof, the Companies may sell Series B Notes and Warrants to any Purchaser in excess of the amount listed opposite such Purchaser's name on Schedule I (assuming such Purchaser agrees), or to any other Person who becomes a Purchaser by executing a counterpart of this Purchase Agreement and being listed by the Company on Schedule I, provided that (i) the total p...
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Post-Closing Sales. If Notices of Preemptive Rights Acceptance given by the Preemptive Rights Members do not cover in the aggregate all of the New Securities, the Company may, during the 180 days following the end of the Preemptive Rights Election Period sell to any other Person or Persons all or any part of the New Securities not covered by such notices, only on terms and conditions that are no more favorable, with respect to price or with respect to other material terms in the aggregate, to such Person or Persons or less favorable, with respect to price or with respect to other material terms in the aggregate, to the Company than those set forth in the Preemptive Rights Offer Notice. If the Company does not sell the New Securities pursuant to this paragraph (g) during such 180 day period, then the Company shall be required to again comply with this Section 5.2 prior to any sales of the New Securities.
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Post-Closing Sales. (a) If, within the nine months after the Closing, Buyer issues any shares of its common stock for a price per share less than $18.00 per share or any securities convertible into shares of common stock at a conversion price of less than $18.00 per share (other than pursuant to options or warrants outstanding as of the date hereof, or any warrants issued by Buyer after the date hereof in connection with bona fide debt financings in an aggregate amount not to exceed 0.5% of the outstanding shares of Buyer Common Stock at the time of issuance), then at the expiration of such period Buyer shall issue a number of additional shares of its common stock to Seller, for no additional consideration, equal to (i) the quotient of 1,999,998 divided by the New Price minus (ii) 111,111. All shares of Buyer common stock issued pursuant to this Section 7.8(a) shall be subject to the Registration Rights Agreement. (b) The Buyer shall not, either in one transaction or in a series of related transactions, dispose of all or substantially all of the stock or assets of the Company or any successor thereto to any bona fide third party for value (whether by merger, sale of stock, sale of assets or otherwise) (a "Disposition") at any time during the period commencing on the Closing Date and ending on the first anniversary thereof without previously delivering a written notice to the Seller stating the terms (including price and amount) on which it would be willing to consummate a Disposition (an "Offer Notice"). The Seller may deliver a written response to the Buyer within 30 days after its receipt of the Offer Notice indicating its election to consummate a Disposition on the terms referenced in the Offer Notice (an "Acceptance"). If the Seller does not deliver an Acceptance within such period, or if the Buyer and the Seller fail to consummate a Disposition within 90 days after the delivery of any such Acceptance by the Seller, then the Buyer shall be entitled to consummate a Disposition with a bona fide third party on terms no less favorable, in the aggregate, than those set forth in the Offer Notice. Buyer agrees that it shall not enter into any agreement with any third party that would frustrate the ability of the Seller to exercise its rights pursuant to this Section 7.8(b). This Section 7.8(b) shall not apply to a sale or other disposition of the Buyer or its business as a whole.
Sample 1
Post-Closing Sales. Buyer will use commercially reasonable efforts to provide to Pearson the gross and net unit and dollar sales information (on a xxxxxxy basis for domestic sales; and quarterly, if available, for international sales, or otherwise for international sales, as soon as possible after September 30, 1999 (and in any event prior to November 30, 1999)), in each case broken down by Title and customer (including, if applicable, by account, with respect to wholesalers, bookstores and other institutional customers; and identifying the educational institution to which each sale was attributable, if such information is then known to Buyer), for sales of Titles made during each month, or portion thereof, occurring on or after the Closing Date through September 30, 1999. Pearson acknowledges that all such information shall be subject to the xxxxxxxntiality provisions of Article VIII hereof and shall be used by Pearson and the Sellers solely for the purposes of calculating sales coxxxxxxxns to be paid to their respective employees and, if applicable, independent sales representatives.
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Related to Post-Closing Sales

  • Post-Closing Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • Floor Price BNYMCM shall not sell Common Shares below the Floor Price during any Selling Period, as such Floor Price may be adjusted by the Company at any time during any Selling Period upon notice to BNYMCM and confirmation to the Company.

  • Contract Sales Price The total consideration provided for in the sales contract for the sale of a Property.

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the payment of any Dues due. During this grace period, the Agreement will remain in force. However, the Subscriber will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • Post-Closing Capitalization At, and immediately after, the Closing, the authorized capitalization, and the number of issued and outstanding shares of the capital stock of the Company and the Parent, on a fully-diluted basis, as indicated on a schedule to be delivered by the Parties at or prior to the Closing, shall be acceptable to the Parent in its sole and absolute discretion.

  • Closing Price Closing Price shall mean the last reported market price for one share of Common Stock, regular way, on the New York Stock Exchange (or any successor exchange or stock market on which such last reported market price is reported) on the day in question. If the exchange is closed on the day on which the Closing Price is to be determined or if there were no sales reported on such date, the Closing Price shall be computed as of the last date preceding such date on which the exchange was open and a sale was reported.

  • Night Shift Differential Unit 12 employees who regularly work shifts shall receive a night shift differential as set forth below: A. Employees shall qualify for the first night shift pay differential of forty (40) cents per hour where four (4) or more hours of the regularly scheduled work shift falls between 6 p.m. and 12 midnight. B. Employees shall qualify for the second night shift pay differential of fifty (50) cents per hour where four (4) or more hours of the regularly scheduled work shift fall between 12 midnight and 6 a.m. C. A "regularly scheduled work shift" are those regularly assigned work hours established by the department director or designee.

  • Non pre-priced Adjustment Factor To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.1900.

  • Subsequent Equity Sales If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or Common Stock Equivalents, at an effective price per share less than the Exercise Price then in effect (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (it being understood and agreed that if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is less than the Exercise Price, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance at such effective price), then simultaneously with the consummation of each Dilutive Issuance the Exercise Price shall be reduced and only reduced to equal the Base Share Price and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued. Notwithstanding the foregoing, no adjustments shall be made, paid or issued under this Section 3(b) in respect of an Exempt Issuance. The Company shall notify the Holder, in writing, no later than the Trading Day following the issuance or deemed issuance of any Common Stock or Common Stock Equivalents subject to this Section 3(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice, the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 3(b), upon the occurrence of any Dilutive Issuance, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise. If the Company enters into a Variable Rate Transaction, despite the prohibition thereon in the Purchase Agreement, the Company shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion or exercise price at which such securities may be converted or exercised

  • Contract Year A twelve (12) month period during the term of the Agreement commencing on the Effective Date and each anniversary thereof.

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