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 Securities, the Company may during the 180 days following the end of the Election Period sell to any other Person or Persons all or any part of the New Securities 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 is not consummated within such 180-day period for any reason, then the restrictions provided for in this Article IV shall again become effective.‌
Sample 1
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. 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.
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.
Sample 1
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. 7.3.1 The Parties commit to fulfilment of the Sale Agreements for the harvest commencing in January 2015.
Sample 1
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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.
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.
Sample 1

Related to Post-Closing Sales

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • 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.

  • Post-Closing Operations As required by the Settlement Agreement, Buyer hereby covenants and agrees that Buyer shall (and shall cause any successor or assign of Buyer to) cause the Facilities to remain in service for a minimum of eighteen (18) months following the Closing Date.

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

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • 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.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

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