Public Sales. If at any time any Stockholder proposes a Public Sale that is not also a Market Sale (a “Subject Public Sale”), the Company or such Stockholder, as the case may be, shall provide written notice (the “Offering Notice”) of the Subject Public Sale to the holders of Preferred Securities at least twenty (20) Business Days prior to the proposed effective date of the Subject Public Sale (the “Offering Date”), setting forth the anticipated terms and conditions of the Subject Public Sale. Upon receipt of an Offering Notice, each holder of Preferred Securities may elect to request that the Company redeem a portion of its Preferred Securities equal to the product of (i) the number of Preferred Securities then held by such Stockholder and (ii) a fraction (A) the numerator of which shall be the number of Common Securities to be sold by the Stockholder proposing such Public Sale (a “Public Sale Selling Stockholder”), and (B) the denominator of which shall be the total number of Common Securities held by the Public Sale Selling Stockholder and holders of Preferred Securities participating in such Sale as of the date of this Agreement (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by the Public Sale Selling Stockholder and such holders of Preferred Securities). The redemption rights provided in this Section 3(c) must be exercised by such holder of Preferred Securities within ten (10) Business Days of the delivery of the Offering Notice by delivering a written notice (an “Offering Redemption Notice”) to the Company, with a copy to the Public Sale Selling Stockholder, stating the number and series of Preferred Securities requested to be redeemed pursuant thereto. The Preferred Securities requested to be redeemed shall be in the same proportion of Shares and Warrants as the Common Securities proposed to be sold in the Subject Public Sale. The redemption price per share in the case of (a) the Series A Securities shall be equal to one hundred (100) times the price per share of Common Stock received in the Public Sale by the Public Sale Selling Stockholder, before underwriter discounts or commissions (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock, where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designati...
Public Sales. (a) In the event the Administrative Agent is permitted to sell any of the Pledged Collateral pursuant to Section 11.1, upon the written request of the Administrative Agent, the Company:
(i) unless in the opinion of counsel for the Secured Parties such registration is not required, will use its best efforts to cause to become effective under the Securities Act of 1933, as amended and as from time to time in effect and the rules and regulations thereunder (the "Securities Act"), a registration statement or statements relating to any or all of the Pledged Collateral and will use its best efforts to keep effective each such registration and cause to be filed such post-effective amendment or amendments to each such registration statement (including any amended or supplemented prospectuses required by the Securities Act) as may be appropriate to permit the sale or other disposition of any of the Pledged Collateral pursuant to this Agreement at such time and on such terms as the Secured Parties may determine;
(ii) will use best efforts to cause to be furnished to the Administrative Agent such number of copies as the Administrative Agent may reasonably request of each preliminary prospectus and prospectus, will promptly notify the Administrative Agent of the happening of any event as a result of which any then effective prospectus includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of then existing circumstances and will use best efforts to cause the Administrative Agent to be furnished with such number of copies as the Administrative Agent may reasonably request of such supplement to or amendment of such prospectus as is necessary to eliminate such untrue statement or supply such omission;
(iii) will use best efforts to cause each Issuer to and will itself to the extent permitted by law, indemnify, defend and hold harmless the Secured Parties, and each of them, from and against all losses, liabilities, expenses or claims (including legal expenses and the reasonable costs of investigation) which any Secured Party may incur, under the Securities Act or otherwise, insofar as such losses, liabilities, expenses or claims arise out of or are based upon any alleged untrue statement of a material fact contained in such registration statement (or any amendment thereto) or in any preliminary prospectus or prospectus (or any amendment or supple...
Public Sales. Each Party (other than an Additional Purchaser with respect to its Uncovered Stock) shall be subject to the following trading restrictions from time to time concerning its respective holdings of Common Stock:
(a) During the term of this Agreement, no Party may sell any of its Common Stock into the public market before the completion of a Qualified Primary Offering; provided, however, that if a Qualified Primary Offering is not completed within eighteen (18) months after the Effective Date, each Party may sell its Common Stock into the public market, severally and not jointly, subject to the following conditions:
(i) the Closing Price must exceed $4.00 per share (as adjusted for stock splits, stock combinations and the like) for each of the twenty (20) consecutive trading days immediately prior to the date of sale;
(ii) the Average Daily Trading Volume immediately prior to the date of sale must exceed 150,000 shares;
(iii) the number of shares of Common Stock sold by such Party on any trading day may not exceed five percent of the Average Daily Trading Volume;
(iv) the number of shares of Common Stock sold by such Party into the public market in any three-month period may not exceed fifteen percent of such Party’s total holdings of Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Common Stock) on the Effective Date (as adjusted for stock splits, stock combinations and the like); and
(v) Block Sales must be executed at a minimum price per share of 90% of the ask price as reported on the American Stock Exchange (or, if not traded on the American Stock Exchange, any national securities exchange or automated quotation services on which the Common Stock is then listed for trading).
(b) If the Company completes a Qualified Primary Offering during the term of this Agreement, each Party shall comply with its obligations under any “lock-up” agreement entered into by such Party in connection with such Qualified Primary Offering. After any such “lock-up” period expires or is terminated, each Party may sell its Common Stock into the public market, severally and not jointly, subject to the following conditions:
(i) the number of shares of Common Stock sold by such Party on any trading day may not exceed five percent of the Average Daily Trading Volume;
(ii) the nu...
Public Sales. Except as otherwise specified herein, the provisions of Section 3.1 shall not apply to any Transfer by the Freedmans that:
(i) is made pursuant to Rule 145 of the Securities Act;
(ii) has an aggregate sale price that, when combined with all other Transfers by the Freedmans pursuant to this Article III, does not exceed $5 million;
(iii) has a sale price per share that is not less than 102% of the average Closing Price for the five trading days immediately preceding the date of the Transfer;
(iv) when combined with all other Transfers by the Freedmans pursuant to this Article III (other than pursuant to Section 3.3(b)) during the 20 trading days immediately preceding the date of the Transfer, does not exceed 200,000 shares of Class A Common Stock; and
(v) when combined with all other Transfers by the Freedmans pursuant to this Article III (other than pursuant to Section 3.3(b)) during the same trading day, does not exceed 25,000 shares of Class A Common Stock; PROVIDED that this clause (v) shall only apply if the sale price per share with respect to such Transfer is less than the Closing Price on the previous trading day.
Public Sales. Sales of Interests after the IPO pursuant to registered public offerings and Rule 144 under the Securities Act shall be subject to this Section 9.2.
Public Sales. Sales of Interests after the IPO pursuant to registered public offerings and Rule 144 under the Securities Act shall not be subject to this Section 9.3.
Public Sales. Subscriber will not make, without the prior written consent of the Company, any public offering or public sale of the Securities although permitted to do so pursuant to Rule 144(k) promulgated under the Act until the earlier of (i) the date on which the Company effects its initial registered public offering pursuant to the Act, (ii) the date on which the Company becomes registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or (iii) five (5) years after the closing of the transactions contemplated by this Agreement; provided, however that Subscriber shall have the right to transfer the Securities to (A) any direct or indirect wholly-owned subsidiary of Subscriber as provided in Section 3(e) above or (B) any joint venture or partnership which is an “accredited investor” (as that term is defined in Rule 501(a) promulgated under the Act) and in which Subscriber owns a majority of the equity securities or economic rights and is the controlling member or controlling general partner; provided, further, that the foregoing shall not prohibit Subscriber from transferring the Securities pursuant to any exemption from registration other than the exemption provided by Rule 144(k) or any successor rule.
Public Sales. The Pledgor further agrees that if the Pledgee either sells the Pledged Stock in the usual manner on any recognized market therefor, or sells the Pledged Stock at the price current in such market at the time of the sale, or if the Pledgee has otherwise sold the Pledged Stock in conformity with practices among dealers in securities, whether in one or more public or private sales, the Pledgee shall be conclusively presumed to have sold the Pledged Stock in a commercially reasonable manner, and shall have no liability to the Pledgor on account of such sale or sales.
Public Sales. Merchandise sold on the Premises shall not be sold on a retail basis to the general public. No auctions, warehouse, garage, clearance, or any other type of sale to the general public is allowed on the Premises without the written consent of Lessor and any required governmental permits.
Public Sales. Reservation of all spaces for the purpose of the sale of personal goods is limited to the charitable benefit activities of legally recognized not-for-profit organizations. Such sales shall be limited to no more than one
(1) occurrence at any one (1) location by all users in any given month and limited to no more than two (2) total sales events by any single organization at any combined number of Town facilities per calendar year. All items must be confined within the space reserved, cannot impede ADA accessibility or the access of other user activities, and all items must be removed from the premises by the end of the specified reservation time each day.
