Sale by Selling Shareholder Sample Clauses

Sale by Selling Shareholder. If all the Other Shareholders agree that the Selling Shareholder may sell the Offered Shares to a Third Party or if the Other Shareholders do not agree to purchase all the Offered Shares, then the Selling Shareholder shall be entitled to sell all of the Offered Shares to a Third Party (other than a Competitor or an Affiliate of a Competitor) without application of Section 8.2, but in accordance with Section 8.1.2.2 and subject to Section 8.3, for a period of 120 days after the expiry of the 20 Business Day period referred to in Section 8.1.2.2. If the sale is not completed within such 120 day period, (i) the Selling Shareholder may not attempt another proposed sale to which this Section 8.1 would apply for one year and (ii) the provisions of Section 8.1.1 shall again apply to any proposed sale of Shares and so on from time to time. If the Selling Shareholder enters into an agreement of purchase and sale of Shares with such a Third Party, the Selling Shareholder shall send a copy thereof, and of any related or collateral agreements, to the Other Shareholders forthwith.
Sample 1
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Sale by Selling Shareholder. If the Senior Investors, the Series A Investors, the Company and Xxxxx St. Clair do not deliver to the Selling Shareholder Senior Acceptances, Series A Acceptances, a Company Acceptance or St. Clair Acceptance (any of the foregoing, an “Acceptance”), respectively, to purchase all of the Offered Shares within the time periods set forth in Sections 3.2.2., 3.2.3., 3.2.4. and 3.2.5. above, the Selling Shareholder (a) shall be under no obligation to sell any of the Offered Shares to the Senior Investors, the Series A Investors, the Company or to Xxxxx St. Clair, unless the Selling Shareholder so elects, and (b) may, within a period of ninety (90) days from the last date that Xxxxx St. Clair could elect to purchase any of the Final Remaining Shares, sell all, but not less than all, of the Offered Shares to one or more Third Parties (each a “Third Party Transferee”), for cash or other consideration substantially on the terms specified in the Transfer Notice; provided that if there is more than one Third Party Transferee, the Selling Shareholder in good faith must obtain binding and definitive commitments to purchase all the Offered Shares within the 90-day period before any sale to a Third Party Transferee of the Offered Shares may take place. As a condition to and upon any such sale, the Third Party Transferee of the Offered Shares shall execute an agreement in form and substance satisfactory to the Senior Investors, the Series A Investors, the Company and Xxxxx St. Clair pursuant to which the Third Party Transferee agrees that the Equity Securities it acquired from the Selling Shareholder are subject to the provisions of this Agreement. Any Third Party Transferee to whom Offered Shares are Transferred pursuant to and in compliance with this Section 3 (including Section 3.3 hereof) shall, upon consummation of such Transfer, be deemed a Shareholder who is party to and bound by the provisions of this Agreement. If the Selling Shareholder does not complete the sale of the Offered Shares within the 90-day period, or does not propose to complete the sale of the Offered Shares on substantially the same terms and conditions as set forth in the Transfer Notice, then the provisions of this Section 3 shall again apply, and no Transfer of Shares held by the Selling Shareholder shall be made otherwise than in accordance with the terms of this Agreement.
Sample 1
Sale by Selling Shareholder. 9 Closing......................................................................................... 9
Sample 1
Sale by Selling Shareholder. Subject to Sections 8(a) and 8(b), upon the expiration of the Purchaser's Option Period or the earlier waiver by Purchaser of its rights under Section 9(d), the Selling Shareholder may Transfer all, but not less than all, of the Offered Shares not purchased by the Company and/or Purchaser pursuant to this Section 9, to the Prospective Purchaser in accordance with the terms (including the purchase price and consideration) set forth in the Offering Notice; provided, however, that as a condition to such sale, such Prospective Purchaser shall have delivered to the Company a signed acknowledgement that it shall hold such Shares subject to this Agreement and shall be bound by all of the Selling Shareholder's duties and obligations hereunder, as if it continued to own such Shares being purchased by the Prospective Purchaser; and, provided further, that the provisions of Section 10 shall not apply to the Prospective Purchaser and the Prospective Purchaser shall not be considered a Shareholder or Family Trust for purposes of Section 3; and, provided, further, the provisions of Section 11 shall not apply to the Prospective Purchaser, except that, if at the time of the proposed sale, the Company has the right to exercise the options as set forth in Section 11(a) or Section 11(b), the Company shall have ninety (90) days (or, if shorter, until termination of the option period of Section 11(a) or Section 11(b), as appropriate) to exercise such options. If such sale is not consummated by the earlier of the date specified in the Offering Notice or the date thirty (30) days after the expiration of the Purchaser's Option Period, the restrictions provided for herein shall again become effective.
Sample 1

Related to Sale by Selling Shareholder

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. --------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ---------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Shareholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C THEMAVEN, INC. Selling Stockholder Notice and Questionnaire The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • SELLING STOCKHOLDERS The common stock being offered by the selling stockholders are those previously issued to the selling stockholders, and those issuable to the selling stockholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling stockholders. The second column lists the number of shares of common stock beneficially owned by each selling stockholder, based on its ownership of the shares of common stock and warrants, as of ________, 2023, assuming exercise of the warrants held by the selling stockholder on that date, without regard to any limitations on exercise. The third column lists the shares of common stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of the (i) sum of the number of shares of common stock issued to the selling stockholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the warrants, a selling stockholder may not exercise the warrants to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 9.99%, of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." Name of Selling Stockholder Number of shares of Common Stock Owned Prior to Offering Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus Number of shares of Common Stock Owned After Offering Annex C CELULARITY INC. Selling Stockholder Notice and Questionnaire The undersigned owner of common stock and warrants to purchase common stock (such shares of common stock, the “Registrable Securities”) of Celularity Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.

  • Certificate of Selling Stockholder A certificate, dated such Date of Delivery, of an Attorney-in-Fact on behalf of the Selling Stockholder confirming that the certificate delivered at Closing Time pursuant to Section 5(l) remains true and correct as of such Date of Delivery.

  • Certificate of Selling Shareholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Shareholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Shareholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Shareholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

  • Acquisition Shares The Acquisition Shares when delivered to the Vendor shall be validly issued and outstanding as fully paid and non-assessable shares, subject to the provisions of this Agreement, and the Acquisition Shares shall be transferable upon the books of the Purchaser, in all cases subject to the provisions and restrictions of all applicable securities laws. Non-Merger and Survival

  • Certificate of Selling Stockholders At Closing Time, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of each Selling Stockholder, dated as of Closing Time, to the effect that (i) the representations and warranties of each Selling Stockholder contained in Section 1(b) hereof are true and correct in all respects with the same force and effect as though expressly made at and as of Closing Time and (ii) each Selling Stockholder has complied in all material respects with all agreements and all conditions on its part to be performed under this Agreement at or prior to Closing Time.

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