Remaining Shares. (a) For a period of three months following the Second Tranche Pricing Date, the Shareholder Parties will not Transfer any Subject Shares, any Preferred Shares or any securities convertible into, or exercisable or exchangeable for Subject Shares or Preferred Shares; provided that such prohibition shall not (x) prevent (A) the filing of a Registration Statement pursuant to an exercise of the Shareholder Parties’ rights under Section 4.1 or 4.3 or (B) the participation in a Piggyback Registration pursuant to an exercise of the Shareholder Parties’ rights under Section 4.2 or (y) apply to Transfers (i) to Permitted Transferees, (ii) pursuant to a bona fide third party tender offer or exchange offer or (iii) pursuant to any merger or other similar business combination transaction effected by the Company.
(b) On or after the date that is three months after the Second Tranche Pricing Date, the Shareholder Parties may sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own, at any time and from time to time, in any manner not prohibited by this Agreement; provided, that the Shareholder Parties shall not sell, transfer or otherwise divest Subject Shares and/or Preferred Shares comprising and/or convertible into a number of Common Shares greater than the Subsequent Tranche Maximum in a single transaction or offering or series of related transactions or offerings, unless the Company consents in writing to a greater amount (which consent may be withheld by the Company in its sole discretion).
(c) By no later than the third anniversary of the Closing Date (the “Final Sell-Down Date”), the Shareholder Parties will sell, transfer or otherwise divest all of the Subject Shares and the Preferred Shares that they Beneficially Own; provided that the Final Sell-Down Date will be extended by 60 calendar days if a Market Disruption Event has occurred and is continuing within 10 trading days of the original Sell-Down Date.
Remaining Shares. The Stockholder acknowledges and agrees that (a) the Shares constitute vested shares not subject to the Company’s right of repurchase set forth in the Prior Agreement and (b) that all shares of Common Stock that were issued to the Stockholder pursuant to the Prior Agreement other than the Shares sold to the Company hereunder shall remain subject to the terms and conditions of the Prior Agreement.
Remaining Shares. Section 8.3(d)........................................46
Remaining Shares. Remaining Shares" shall have the meaning set forth in Section 1.2(c) of the Agreement.
Remaining Shares. The Parties agree that the remaining 4% of the common shares of Sollen Guatemala shall be reserved for any future contributors to Sollen Guatemala and will be issued at the will of the Board of Directors, with such Board of Directors being composed of members as set out herein.
Remaining Shares. If the Company, Xxxxxx Xxxxxxx, FSEP IV and the ---------------- Other Stockholders do not timely deliver the written notice(s) contemplated by Section 5.1, or if such written notice(s) indicates that the Company, Xxxxxx Xxxxxxx, FSEP IV or the Other Stockholders committed to purchase less than 100% of the Offered Shares, then the maximum number of Offered Shares which the Offering Stockholder will be entitled to sell pursuant to the terms of the Offering Notice shall be equal to the difference between the total number of Offered Shares, less the total number of Offered Shares which the Company, Xxxxxx Xxxxxxx, FSEP IV and/or the Other Stockholders elected to purchase (the "REMAINING SHARES").
Remaining Shares. If the Company does not elect to purchase all of the Offered Shares within the fifteen (15) day period specified above, the Participant shall promptly give written notice to the Non- Selling Investors setting forth the number of Offered Shares not purchased by the Company (the “Remaining Shares”). The Remaining Shares shall be allocated among the Non-Selling Investors who have exercised the Right of First Refusal (the “Participating Investors”) as follows: There shall be allocated to each Participating Investor a number of Remaining Shares equal to the lesser of (A) the number of Remaining Shares which such Participating Investor has elected to purchase and (B) a portion (the “Refusal Right Pro Rata Share”) of the Remaining Shares equal to the product of the Remaining Shares times a fraction, of which (i) the numerator is the number of shares of Common Stock owned and/or issued and issuable upon conversion of the shares of Series Preferred Stock owned by such Participating Investor and (ii) the denominator is the total number of shares of Common Stock owned and/or issued and issuable upon conversion of the shares of Series Preferred Stock owned by all of the Participating Investors. The balance of the Remaining Shares which such Participating Investors have elected to purchase shall be allocated to the Participating Investors who have elected to purchase more than their Refusal Right Pro Rata Share of the Remaining Shares pro rata based on the number of Remaining Shares which each such Participating Investor has elected to purchase in excess of such Participating Investor’s Refusal Right Pro Rata Share of the Remaining Shares.
Remaining Shares. If, within 20 days after receipt by the other Stockholders of the Outside Offer from the Selling Stockholder, the other Stockholders do not elect to purchase all of such Restricted Shares, then the Selling Stockholder may Transfer any remaining Restricted Shares in accordance with the terms of the Outside Offer during the 60-day period immediately following the 20-day notice period referred to above in Section 2.1.3, subject, however, to the co-sale rights provided in Section 3 in favor of each Investor who has notified the Selling Stockholder in writing within such 20-day notice period of its interest in exercising its co-sale rights with respect to any such sale. If such shares are not so purchased during such 60-day period, they shall again become subject to this Section 2.1.
Remaining Shares. The transfer and sale of the Shares by Transferor to Transferee pursuant to the terms of this Agreement shall in no way alter any of Transferor's obligations which are set forth in (i) the Common Stock Purchase Agreement dated as of May 3, 1998 entered into by and between Transferor and Transferee; (ii) the Common Stock Purchase Agreement dated as of September 14, 1998 entered into by and between Transferor and Transferee; and (iii) the Amended and Restated Standstill Agreement by and between Transferor and Transferee dated as of September 14, 1998 (collectively, the "Original Agreements") including without limitation, with respect to any of the remaining four million (4,000,000) shares of Transferee's Common Stock which were purchased by Transferor pursuant to the Original Agreements and which continue to be held by Transferor and any shares of Transferee's Common Stock that are purchased on and after the Closing Date in accordance with the Original Agreements (the "Standstill Shares"). Further, in no way shall Transferee's execution of this Agreement constitute a waiver by Transferee with respect to any rights it may have with respect to the Standstill Shares pursuant to the Original Agreements.
Remaining Shares. If, within 10 days after receipt by the other Stockholders of the written offer described in Section 2.1.3 from the Selling Stockholder, the other Stockholders do not elect to purchase all Shares not chosen for purchase by the Company, then the Selling Stockholder may Transfer any remaining Shares in accordance with the terms of the Outside Offer during the 90-day period immediately following the 10- day notice period referred to above in Section 2.1.3, subject, however, to the co-sale rights provided in Section 3 in favor of each Stockholder who has notified the Selling Stockholder in writing within such 10-day notice period of its interest in exercising its co-sale rights with respect to any such sale. If such shares are not so purchased during such 90-day period, they shall again become subject to this Section 2.1.
