Sale of Capital Stock. Notwithstanding anything in this Agreement to the contrary, the Beneficiary shall not sell or otherwise dispose of any shares of Capital Stock to any Person, whether in a private placement, pursuant to a registered offering of securities or otherwise, if (i) such Person Beneficially Owns an amount of Capital Stock in excess of the Ownership Limit applicable to such Person, or (ii) the effect of such sale or other disposition would be to cause such Person to Beneficially Own an amount of Capital Stock which would exceed the Ownership Limit applicable to such Person.
Sale of Capital Stock. CCA shall, at the Closing (as hereinafter defined), sell all of the issued and outstanding shares of capital stock of each of the wholly owned corporate subsidiaries of CCA listed on Exhibit A attached hereto and incorporated herein by this reference (collectively, the "Purchased Subsidiaries").
Sale of Capital Stock. Dispose of, or permit any of its Subsidiaries to Dispose of, any shares of Capital Stock of any Subsidiary of Rayonier that are owned by Rayonier or any such Subsidiary except (i) to ROC, TRS or any other Subsidiary of Rayonier or (ii) to any Person not specified in the foregoing clause (i) other than for cash or other consideration which represents the Fair Market Value at the time of Disposition of the shares of such Capital Stock so Disposed of, provided that, in the case of this clause (ii) if the assets of such Subsidiary in which the Capital Stock is owned or any other Subsidiary owned, directly or indirectly by such Subsidiary consist of Timberlands and/or Timber, then such Disposition of the shares of Capital Stock shall be deemed to be a Disposition of Timberland and permitted under this Section 5.03(h) only if such a Disposition would be permitted under Section 5.03(d), (with, in the case of a Disposition permitted under clause (ii) of Section 5.03(d), the reference to Fair Market Value in clause (x) thereof deemed to be a reference to the Fair Market Value of the shares of Capital Stock and the reference to Net Consideration in clause (y) thereof deemed to be a reference to the Net Consideration received from such sale of Capital Stock).
Sale of Capital Stock. At the Closing and subject to and upon the terms and conditions of this Agreement, Seller will sell, transfer, convey and deliver to Purchaser and Parent will cause Purchaser to purchase and acquire from the Seller, good and valid title to all of the Shares, free and clear of any Encumbrances.
Sale of Capital Stock. Subject to the terms and conditions hereof, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, all of the shares of capital stock of the Company owned by Seller, which shall amount to a total of not less than 99%, i.e. not less than 99,000 shares, of such capital stock (the "Acquired Stock").
Sale of Capital Stock. Notwithstanding anything in this Agreement to the contrary, except as contemplated by Section 10.02, the Beneficiary shall not sell or otherwise dispose of any shares of Capital Stock to any Person, whether in a private placement, pursuant to a registered offering of securities or otherwise, if after giving effect to the sale or other disposition, and any related transactions, (i) such Person Beneficially Owns an amount of Capital Stock in excess of the Ownership Limit applicable to such Person, or (ii) the effect of such sale or other disposition would be to cause such Person to Beneficially Own an amount of Capital Stock which would exceed the Ownership Limit applicable to such Person.
Sale of Capital Stock. (a) Except as provided in Section 5.03 above or pursuant to an Approved Change in Control Proposal, the Fund shall not sell or otherwise dispose of any shares of Capital Stock, whether in a private sale, pursuant to a registered offering of securities or otherwise, if, to the Knowledge of the Fund, (i) such sale or other disposition is being made to a Person who Beneficially Owns an amount of Capital Stock in excess of the Ownership Limit applicable to such Person, or (ii) the effect of such sale or other disposition would be to cause such Person to Beneficially Own an amount of Capital Stock which would exceed the Ownership Limit applicable to such Person.
(b) The Fund shall not meet or otherwise communicate with any Person if, to the Knowledge of the Fund, such meeting or communication relates to a proposal by such Person to acquire Beneficial Ownership of shares of Capital Stock in excess of the Ownership Limit applicable to such Person.
Sale of Capital Stock. 1. Upon the terms and subject to the conditions of this Agreement, the Seller will sell, transfer, assign and deliver to the Buyer at the Closing all of the issued and outstanding shares of Capital Stock of the Companies, and the Buyer will buy all such shares at the Closing.
2. All stock and other transfer taxes including sales taxes and document recording fees, if any, imposed in connection with the transfer of the Capital Stock to the Buyer shall be paid by the Seller, and all applicable stock transfer tax stamps shall be provided by the Seller at the Closing.
Sale of Capital Stock. Subject to the terms and conditions provided herein, the Seller hereby transfers, assigns, sells and conveys to the Purchaser all of its right, title and interest, in and to the Purchased Shares, and Purchaser hereby purchases and acquires the same from Seller in accordance with the terms and conditions of this Agreement.
Sale of Capital Stock. For one year following the Closing, the Company will not, without Purchaser's prior written consent, issue or offer for sale any class of the Company's capital stock for less than $3.50 per share nor shall it issue warrants or options to purchase any class of capital stock of the Company for less that $3.50 per share if and to the extent such warrants and/or options are exercisable within such one year.
