Sale of Remaining Shares Sample Clauses

Sale of Remaining Shares. The Wood River Entities shall have sold all of the Remaining Shares to the investors named on Exhibit A (or to investment funds affiliated with any such investor and under common management with any such investor) (the “Permitted Investors”), provided that each such Permitted Investor that purchases Remaining Shares represents and warrants to the Wood River Entities in writing that as of the time of the closing of such purchase of a portion of the Remaining Shares, it does not have and does not intend to obtain “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any shares of Company capital stock held of record or beneficially owned by the other purchasers of the Remaining Shares (other than the Remaining Shares purchased by it or by investment funds that are its affiliates and under common management with it). The Receiver shall have provided copies of such written representations to the Company prior to the Closing.
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Sale of Remaining Shares. The Wood River Entities shall have sold all of the Remaining Shares to the Permitted Investors, provided that each such Permitted Investor that purchases Remaining Shares represents and warrants to the Wood River Entities in writing that as of the time of the closing of such purchase of a portion of the Remaining Shares, it does not have and does not intend to obtain “beneficial ownership” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of any shares of Company capital stock held of record or beneficially owned by the other purchasers of the Remaining Shares (other than the Remaining Shares purchased by it or by investment funds that are its affiliates and under common management with it).
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Sale of Remaining Shares. The Company proposes to enter into purchase agreements with certain other investors with respect to the sale of the balance of the Shares. There is no assurance that the Company will be successful in selling any or all of the balance of the Shares and the Company has not fixed a minimum number of the Shares to be sold.
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Sale of Remaining Shares. Subject to Section 3.2, on or before April 1, 1999 the Purchaser shall deliver by wire transfer of immediately available funds the amount of $15,000,000 to the Company against the delivery by the Company to the Purchaser of a certificate, issued in the name of the Purchaser, evidencing the Remaining Shares (the "SECOND CLOSING"). The date on which the Second Closing occurs shall be the "SECOND CLOSING DATE."
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Sale of Remaining Shares. 5 3.1 Sale of Remaining Shares . . . . . . . . . . . . . . . . . . . . . . .5 3.2 Conditions Precedent to Sale of Remaining Shares . . . . . . . . . . .5
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Sale of Remaining Shares. With respect to the Private Placement Shares, Stockholder shall comply with the "Lock-up" provisions provided for in the Subscription Agreement pursuant to which such shares were acquired. Notwithstanding any agreement to the contrary previously entered into by and between the Company and Stockholder and notwithstanding that Stockholder may be permitted to do so under applicable law, with respect to the remaining 110,000 shares registered on behalf of Stockholder, Stockholder shall not, directly or indirectly, sell, offer to sell, grant an option for the sale of, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose of (collectively, "Sell") more than 10,000 Shares within thirty (30) days of the closing of the IPO and no more than 20,000 shares during each consecutive 30-day period thereafter, provided that if Stockholder does not sell all of the Shares which may be sold by him during any 30-day period, such Shares may be added to those which may be sold during a subsequent 30-day period. The Company will respond promptly to any request from Stockholder for the removal of legends from the certificates representing such Shares to permit their sale as provided herein.
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Sale of Remaining Shares. (a) In the event that the Representative exercises the Over-allotment Option in full, the Company and Stockholder hereby agree that: (i) Stockholder shall not Sell fifty percent (50%) of the Registered Shares (55,000 Registered Shares) for a period of six (6) months after the IPO Closing, it being understood that Stockholder may Sell the remaining fifty percent (50%) of the Registered Shares immediately upon registration, subject only to the 15-day lock-up provision in Section 1.2; and (ii) Stockholder shall not Sell 50,000 of the 120,000 Shares not being redeemed pursuant to Section 1.1. or registered pursuant to Section 1.2 (the "Unregistered Shares") for a period of one (1) year after the IPO Closing, and shall not Sell another 50,000 of the Unregistered Shares for a period of 18 months after the IPO Closing, it being understood and agreed that Stockholder may Sell the remaining 20,000 Unregistered Shares at any time, pursuant to and in accordance with the limitations set forth in Rule 144 under the Securities Act of 1933, as amended, or any successor rule then in effect ("Rule 144")." (b) Unless and until the Representative exercises the Over-allotment Option in full (in which case Stockholder's right to Sell its Shares shall be governed by Section 1.3(a) above), the Company and Stockholder hereby agree that: 2 3 (i) Stockholder shall be permitted to Sell not more than 10,000 Registered Shares during the first 15-day period following the 15-day lock-up period referred to in Section 1.2 and 20,000 Registered Shares in each of the five (5) consecutive 30-day periods thereafter, it being acknowledged and understood that the Company has no discretion over the timing of the Representative's exercise of the Over-Allotment Option within the 45 days granted to it; provided, that if Stockholder does not Sell all of the Registered Shares which may be sold by him during any 15- or 30-day period, such Registered Shares may be added to those which may be Sold during a subsequent 30-day period. By way of illustration, and not of limitation, if the Representative exercises its Over-Allotment Option on the 44th day after the IPO Closing, Stockholder will have been permitted to Sell only 10,000 Registered Shares in the 15-day period following the 15-day lock-up period (ending on the 30th day after the IPO Closing) and an additional 20,000 shares in the subsequent 30-day period (ending on the 60th day after the IPO Closing); but, as a result of the exercise of the Over-...
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Sale of Remaining Shares. In connection with the negotiation and consummation of the transactions contemplated hereby, the Seller has negotiated a sale of the Seller's remaining Shares (the "Remaining Shares") to the Company. It shall be a condition to the Seller’s obligation to sell the Purchased Shares to the Buyers and to the Buyers’ obligations to purchase the Purchased Shares from the Seller that the sale of the Remaining Shares shall (i) have taken place prior to the Closing or (ii) take place simultaneously with the Closing.
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Related to Sale of Remaining Shares

  • The Optional Shares; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of [•] Optional Shares from the Company at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representatives and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Exercise of Repurchase Right The Right of Repurchase shall be exercisable only by written notice delivered to the Optionee prior to the expiration of the 60-day period specified in Subsection (b) above. The notice shall set forth the date on which the repurchase is to be effected. Such date shall not be more than 30 days after the date of the notice. The certificate(s) representing the Restricted Shares to be repurchased shall, prior to the close of business on the date specified for the repurchase, be delivered to the Company properly endorsed for transfer. The Company shall, concurrently with the receipt of such certificate(s), pay to the Optionee the purchase price determined according to Subsection (d) above. Payment shall be made in cash or cash equivalents or by canceling indebtedness to the Company incurred by the Optionee in the purchase of the Restricted Shares. The Right of Repurchase shall terminate with respect to any Restricted Shares for which it has not been timely exercised pursuant to this Subsection (e).

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Purchase of Retail Power Illinois Power Marketing Company d/b/a Homefield Energy (Homefield Energy) agrees to sell, and you, as a participant in the City of Bloomington Opt-Out Aggregation Program, agree to buy, all your residential power and energy service (Retail Power) at the price and on the terms and conditions specified in this Agreement. Homefield Energy is an independent seller of power and energy service certified by the Illinois Commerce Commission (ICC Docket No. 14-0015). Homefield Energy has been selected by City of Bloomington as the supplier for its June 2020-June 2022 Opt-Out Government Aggregation Program. The Terms and Conditions contained in this Agreement have been the subject of negotiations between Homefield Energy and City of Bloomington. Your Delivery Service Provider (DSP)—Ameren Illinois— retains responsibility for the delivery of electricity to your home. Homefield Energy’s obligations under this Agreement are conditioned upon you providing complete and accurate information to Homefield Energy throughout the Term.

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.

  • Class B Shares (i) In consideration of the Underwriter's services as principal underwriter of each Fund's Class B shares pursuant to this Agreement and in accordance with the provisions of the Trust's Amended and Restated Distribution and Service Plan (the "Class B Plan") in respect of such shares each Fund agrees: (I) to pay to the Underwriter or, at the Underwriter's direction, to a third party, monthly in arrears on or prior to the 5th business day of the following calendar month (A) a service fee (the "Service Fee") equal to 0.25 of 1% per annum of the average daily net asset value of the Class B shares of the Fund outstanding from time to time, and (B) the Underwriter's "Allocable Portion" (as hereinafter defined) of a fee (the "Distribution Fee") equal to 0.75% of 1% per annum of the average daily net asset value of the Class B shares of the Fund outstanding from time to time, and (II) to withhold from redemption proceeds in respect of Class B shares of the Fund the Underwriter's Allocable Portion of the Contingent Deferred Sales Charges ("CDSCs") payable in respect of such redemption as provided in the Prospectus of the Fund and to pay the same over to the Underwriter or, at the Underwriter's direction, to a third party, at the time the redemption proceeds in respect of such redemption are payable to the holder of the Class B shares redeemed. (ii) The Underwriter will be deemed to have performed all services required to be performed in order to be entitled to receive its Allocable Portion of the Distribution Fee payable in respect of the Class B shares of the Fund upon the settlement date of each sale of a "Commission Share" (as defined in the Allocation Schedule attached hereto as Schedule A) of the Fund taken into account in determining the Underwriter's Allocable Portion of such Distribution Fees. (iii) Notwithstanding anything to the contrary set forth in this Agreement of (to the extent waiver thereof is permitted thereby) applicable law, the Fund's obligation to pay the Underwriter's Allocable Portion of the Distribution Fees payable in respect to the Class B shares of the Fund shall not be terminated or modified for any reason (including a termination of this Agreement) except to the extent required by a change in the 1940 Act, the rules thereunder or the Conduct Rules of the NASD, in each case enacted or promulgated after December 29, 1997, or in connection with a "Complete Termination" (as hereinafter defined) of the Class B Plan. (iv) The Fund will not take any action to waive or change any CDSC in respect of the Class B shares of the Fund, except as provided in the Fund's Prospectus or statement of additional information as in effect as of the date hereof, without the consent of the Underwriter and the permitted assigns of all or any portion of its rights to its Allocable Portion of the CDSCs. (v) Notwithstanding anything to the contrary in this Agreement, neither the termination of the Underwriter's role as principal distributor of the Class B shares of any fund, nor the termination of this Agreement nor the termination of the Class B Plan will terminate the Underwriter's right to its Allocable Portion of the CDSCs in respect of the Class B shares of the Fund. (vi) Notwithstanding anything to the contrary in this Agreement, the Underwriter may assign, sell or pledge (collectively, "Transfer") its rights to the Service Fees and its Allocable Portion of the Distribution Fees and CDSCs (but not its obligations to the Fund under this Agreement) to raise funds to make the expenditures related to the distribution of Class B shares of the Fund and in connection therewith, upon receipt of notice of such Transfer, the Fund shall pay, or cause to be paid, to the assignee, purchaser or pledgee (collectively with their subsequent transferees, "Transferees") such portion of the Underwriter's Service Fees, Allocable Portion of the Distribution Fees and CDSCs in respect of the Class B shares of the Fund so Transferred. Except as provided in (iii) above and notwithstanding anything to the contrary set forth elsewhere in this Agreement, to the extent the Underwriter has Transferred its rights thereto to raise funds as aforesaid, the Fund's obligation to pay the Underwriter's Allocable Portion of the Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall be absolute and unconditional and shall not be subject to dispute, offset, counterclaim or any defense whatsoever, at law or equity, including, without limitation, any of the foregoing based on the insolvency or bankruptcy of the Underwriter's right to the Distribution Fees and CDSCs in respect of the Class B shares of the Fund, which have been so transferred in connection with such Transfer). The Fund agrees that each such Transferee is a third party beneficiary of the provisions of this clause (vi) but only insofar as those provisions relate to Distribution Fees and CDSCs transferred to such Transferee. (vii) For purposes of the Agreement, the term "Allocable Portion" of Distribution Fees and CDSCs payable in respect of the Class B shares of the Fund shall mean the portion of such Distribution Fees and CDSCs allocated to the Underwriter in accordance with the Allocation Schedule attached hereto as Schedule A. (viii) For purposes of this Agreement, the term "Complete Termination" of the Plan in respect of the Fund means a termination of the Class B Plan involving the complete cessation of the payment of Distribution Fees in respect of all Class B shares of the Fund, and the termination of the Class B Plan and the complete cessation of the payment of distribution fees pursuant to any other distribution Plan pursuant to Rule 12b-1 under the 1940 Act in respect of the Class B shares of the Fund and any successor fund or the Fund acquiring a substantial portion of the assets of the Fund and for every future class of shares which has substantially similar characteristics to the Class B shares of the Fund taking into account the manner of payment and amount of sales charge, CDSC or other similar charges borne directly or indirectly by the holders of such shares.

  • Initial Shares The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, including, at the option of the Representative, through the facilities of The Depository Trust Company (“DTC”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Initial Shares to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 0000 00xx Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, or at the office of DTC or its designated custodian, as the case may be (the “Designated Office”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the third (fourth, if pricing occurs after 4:30 p.m., New York City time) business day after the date hereof (unless another time and date shall be agreed to by the Representative and the Company). The time at which such payment and delivery are actually made is hereinafter sometimes called the “Closing Time” and the date of delivery of both Initial Shares and Option Shares is hereinafter sometimes called the “Date of Delivery.”

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