Sale of Option Shares. Unless otherwise provided by the Committee, no Option Shares acquired upon exercise of the Option may be sold or otherwise disposed of by the Optionee within six months from the Grant Date.
Sale of Option Shares. (a) You hereby agree to limit your sales of Agreement Shares so that, except for sales pursuant to underwritten, firm commitment public offerings, your sales of Agreement Shares, aggregated with sales of Agreement Shares by Xxxxxxx X. Xxxxxx, shall not exceed in any three-month period the greater of (i) one percent of the outstanding shares of Common Stock of the Company, as disclosed in its public report most recently filed with the Securities and Exchange Commission before the date of any sale and (ii) the average weekly reported volume of trading in Common Stock of the Company on the New York Stock Exchange and all other national securities exchanges during the four calendar weeks preceding the date of any sale; provided however, that upon any "Change in Control" (as such term is defined in Exhibit B of the Harpo Amendment) of the Company, the foregoing restriction shall be reduced or eliminated to the extent that any volume restrictions on resales of Common Stock that then apply to Xxxxx Xxxx and/or any other person who was an executive officer of the Company prior to such Change in Control are more favorable than those afforded to you pursuant to this Option. Notwithstanding anything to the contrary con- tained in this Agreement, you shall not be entitled to register, sell or dispose of any Agreement Shares that are subject to any liens, claims, security interests and other encumbrances of any kind, unless and until the same are removed (or will be removed in conjunction with their sale).
(b) In order to secure the repayment to the Company of the Secured Amount (as defined in the Harpo Amendment) pursuant to the Harpo Agreement, you hereby grant to the Company a first priority lien and security interest (the "Security Interest") in (i) your rights under this Option, (ii) all Option Shares now or hereafter issuable or issued pursuant to the exercise of the Option and (iii) all proceeds thereof (collectively, the "Stock Option Collateral"), provided that, unless and until the Company notifies you that the amount of Harpo's Share of Revenues (as defined in the Harpo Amendment) which the Company reasonably projects at the time of such notice will be payable to Harpo would be inadequate to fully secure the Secured Amount (an "Additional Security Notice"; such notice specifying, in reasonable detail, the amount of such inadequacy (the "Security Shortfall")), you may exercise the Option, sell the Option Shares issued to you upon such exercise and retain the ...
Sale of Option Shares. If, subsequent to the second anniversary of the date of this Agreement, the Second Beneficiary sells or otherwise transfers any of the Option Shares (the "Transferred Shares"), the Trustee's voting power and authority shall cease with respect to such Transferred Shares, the Transferred Shares shall no longer be subject to the terms of this Agreement. The Trustee's Certificate representing the Option Shares shall be surrendered to the Trustee and a new Trustee's Certificate issued to the First Beneficiary pursuant to Section 2 above representing the Option Shares less any Transferred Shares, and the certificate representing the Trust Shares shall be cancelled and a new certificate issued in the name of the Trustee representing the Trust Shares less any Transferred Shares.
Sale of Option Shares. Subject to the terms and conditions set forth in this Agreement, including exercise by Buyer of the Option, Seller hereby agrees to sell, transfer and deliver to Buyer on the Second Closing Date, and Buyer agrees to purchase, the Option Shares, free and clear of any claims, liabilities, security interests, mortgages, liens, pledges, conditions, charges or encumbrances of any nature whatsoever.
Sale of Option Shares. Option Shares may be sold or otherwise disposed of by the Optionee (i) beginning three years after the Effective Date, or (ii) an earlier date requested by the Optionee and approved by the Committee, in its sole discretion.
Sale of Option Shares. ("Option 3"). Selling Shareholder hereby grant to Buyer, for a period of thirty-six (36) months, or twenty-four (24) months post registration going effective, whichever longer, ("Option 3 Period"), the option to purchase up to Three Hundred Thousand (300,000) Shares at the price of Two Dollars ($2.00) per Share, or a total of up to Six Hundred Thousand Dollars ($600,000) representing the purchase price of the Shares covered by Option 3 (the "Option 3 Shares Payment"). The Selling Shareholder, upon execution of this Agreement, shall deposit the shares underlying the Option Shares with an escrow agent for the duration of the Option 3 Period. Upon exercise of Option 3, the Buyer shall send a check or wire for the Shares Payment payable to the account of the escrow agent, who will then immediately take action to cause to be to delivered to Buyer as soon as reasonably possible a stock certificate(s) representing the Shares either in the name of T Squared Investments LLC or accompanied by stock powers duly endorsed under medallion signature guaranties. There should also be delivered to the Buyer an opinion of counsel addressed to the Company, the transfer agent, and the Buyer, that the Shares may be transferred without compliance with the registration requirements of the 1933 Act and of any applicable state securities laws. The Option 3 Shares Payment shall be released from the escrow to the Selling Shareholders upon Buyer's receipt of the Shares covered by Option 3.
Sale of Option Shares. If, at any time following the exercise of the Option, Parent shall either (i) transfer, sell or otherwise dispose of any or all of the Option Shares, including, without limitation, by means of tender or exchange of any or all of the Option Shares pursuant to a tender or exchange offer involving the capital stock of the Company, or (ii) convert such Option Shares into cash, capital stock, other securities or any other consideration of any third party in a merger any recapitalization or restructuring or similar business combination transaction (a "Business Combination Transaction"), Parent shall pay to the Company within five days the amount equal to the Profit (as defined below) Parent shall receive, if any, pursuant to such Disposition or Business Combination Transaction. "Profit", for purposes
Sale of Option Shares. Neither this Option nor any of the Option Shares have been registered under the Act or under the securities laws of any state. Until the Option Shares have been registered under the Act and registered and qualified under the securities laws of any state in question, the Corporation shall cause each certificate evidencing any Option Shares to bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.
Sale of Option Shares. The holder of this Option shall not be entitled to sell, transfer, or distribute the Shares except pursuant to (i) an effective registration statement under the Securities Act of 1933, as amended, or (ii) if there be no registration statement in effect, pursuant to a specific exemption from registration under the Securities Act of 1933, as amended. Prior to offering of selling the Option Shares upon claim of exemption, the holder shall obtain a written opinion from counsel reasonably satisfactory to the Company to the effect that such exemption is available or shall deliver a "no-action" letter from the Securities and Exchange Commission with respect to the proposed sale, transfer or distribution of the Option Shares.
Sale of Option Shares. 18 Section 9.5 Purchase Price for Option Shares......................................................18
