SALE OR LISTING Sample Clauses

SALE OR LISTING. 19.1 Each of the parties confirms that it is their understanding and intention that a Sale or a Listing, where the market value of the ‘A’ Share-s and the Ordinary Shares (or the average value of any shares to be derived from any such ‘A’ Share and/or Ordinary Share) on such a Sale or Listing is not less than US$100,000,000, is achieved before the third anniversary of the date of this Agreement. 19.2 Subject always to the rights of the Investors under Clause 12 and the Articles, the parties agree that, following the date which is three years after the date of this Agreement: (a) the Board shall have the right to appoint an Investment Bank acceptable to the Investor Majority (at the cost of the Company) to investigate the opportunity for a Sale or Listing; and (b) subject to agreement by the Board and to Clause 12, it is their intention (without creating any legally binding rights or obligations) that the Company shall use its reasonable endeavours to effect a Sale or Listing on the official list of the UK Listing Authority or the London Stock Exchange plc, NASDAQ or such other exchange acceptable to the Investor Majority in accordance with the recommendations of the Investment Bank, in each case as approved by the Board and the Investor Majority. 19.3 Each of the parties undertakes to the other to exercise their powers both as Shareholders and/or Directors (where applicable) of the Company and any other member of the Group to vote in favour of all resolutions of the Company and any other member of the Group and the Board which are necessary or desirable to achieve a Sale or Listing if that has been approved by the Investor Majority and the Board in accordance with Clause 19.2. 19.4 Each of the Initial Shareholders and the Company acknowledge that: (a) in the event of a Tirade Sale or a Listing neither Investor shall be obliged to give any warranty or indemnity of any kind to any person other than in respect of its ownership of Shares; (b) in the event of a Listing, each Initial Shareholder may be required, on the instruction of the Investment Bank advising on the Listing, to enter into ‘Lock-In’ arrangements for a specified period whereby such Initial Shareholder will not be able to deal freely in their Shares or its holding company for such period. 19.5 Subject always to Clause 12, each of the parties to this Agreement agrees that if the Board passes a resolution recommending a Listing or a Sale that values the Company in excess of US$100,000,000 (a “Qual...
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SALE OR LISTING. 11.1 It is the parties’ intention that a Sale or Listing (as such term is defined in the Articles of Association) be achieved within five years of Completion. 11.2 On a Listing the Company’s share capital shall be reorganised so that all issued shares in the Company are of the same class, with rights typical of shares in listed companies, and in other ways advised in connection with the Listing. 11.3 The parties acknowledge that the Investor will not give any warranties or indemnities in respect of the Group on a Sale or Listing.
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SALE OR LISTING. The parties acknowledge and accept that in the event of a Sale or Listing none of the Cyclacel Group Shareholders will give any warranties or indemnities other than in respect of the ownership of the Cyclacel Group Shares. The Managers acknowledge that prior to a Listing the underwriters may require that the Managers give appropriate warranties.
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SALE OR LISTING. 16.1 It is the parties' xxxxal objective to achieve a Listing of the Company. 16.2 In the event of the right of Shareholders to sell shares on a Listing then in relation to the first XXX shares (subject to adjustment upward and downward - to reflect any subdivision, consolidation or other capital reorganisation in relation to the Ordinary Shares after the date hereof but excluding any conversion of the Convertible Shares) to be allocated to Shareholders for sale the Initial Investors (pro rata to shareholdings) shall have prior rights of sale and any balance thereafter shall be dealt with pro rata to shareholdings. It is understood by the Senior Managers that save in exceptional circumstances IPO underwriters and investors will wish to restrict the sale of shares by the Managers to whatever level they regard as reasonable and ---------- *Confidential treatment for various items in this section requested by Madge Networks N.V. consequently may allow the Managers to sell no more than a nominal amount of their shareholdings. 16.3 Subject to clause 16.4, if a sale of the entire issued share capital of the Company is proposed at a price of less than $XXX per share (subject to adjustment upward and downward - as the case may be - to reflect any subdivision, consolidation or other capital reorganisation in relation to the shares after the date hereof) (prior to any conversion of Convertible Shares) then the decision of whether a sale should proceed shall be determined by the independent directors (who are not the CEO or Nominated Directors). The independent directors shall have regard to the effect of the sale on Madge provided that no special consideration shall be xxxxn to the position of Madge if on such sale it shall receive a gross considxxxxxon at least equal to its Original Basis. "ORIGINAL BASIS" for this purpose shall mean $XXX but reduced proportionately by reference to any shares sold (or transferred pursuant to the Securitisation) by Madge after 12th April 2001.
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SALE OR LISTING. 9.1 Subject to any applicable laws or obligations of confidentiality, the Company will give the other parties details of any approach which it is reasonable to believe might lead to an offer being made to purchase a Controlling Interest (as defined in the New Articles) or to purchase substantially all the business and assets of the Group. 9.2 On a Listing: (a) each of the parties shall take all such steps as are necessary to ensure the Company's share capital shall be reorganised as follows (or in such other way as is considered advisable in connection with the Listing):
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SALE OR LISTING 
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Related to SALE OR LISTING

  • Stock Listing The shares of Xxxxxx Common Stock to be issued in the Merger shall have been authorized for listing on NASDAQ.

  • Issuance and Sale of Securities The Securities have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be validly issued, fully paid and nonassessable.

  • Stock Exchange Delisting; Deregistration Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of NASDAQ to enable the delisting by the Surviving Corporation of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act as promptly as practicable after the Effective Time.

  • Registration and Listing 15 Section 3.3

  • Exchange Listing The Shares to be delivered on the Closing Date or the Additional Closing Date, as the case may be, shall have been approved for listing on the Nasdaq Market, subject to official notice of issuance.

  • Exchange of Securities Upon receipt of Instructions, the Custodian will exchange Securities held by it for a Fund for other Securities or cash paid in connection with any reorganization, recapitalization, merger, consolidation, conversion, or similar event, and will deposit any such Securities in accordance with the terms of any reorganization or protective plan. Unless otherwise directed by Instructions, the Custodian is authorized to exchange Securities held by it in temporary form for Securities in definitive form, to surrender Securities for transfer into a name or nominee name as permitted in Section 4(b)(2), to effect an exchange of shares in a stock split or when the par value of the stock is changed, to sell any fractional shares, and, upon receiving payment therefor, to surrender bonds or other Securities held by it at maturity or call.

  • Registration, Transfer and Exchange (a) The Notes will be issued in registered form only, without coupons, and the Company shall cause the Trustee to maintain a register (the “Register”) of the Notes, for registering the record ownership of the Notes by the Holders and transfers and exchanges of the Notes. (1) Each Global Note will be registered in the name of the Depositary or its nominee and, so long as DTC is serving as the Depositary thereof, will bear the DTC Legend. (2) Each Global Note will be delivered to the Trustee as custodian for the Depositary. Transfers of a Global Note (but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to the Depositary, its successors or their respective nominees, except (1) as set forth in Section 2.09(b)(4) and (2) transfers of portions thereof in the form of Certificated Notes may be made upon request of an Agent Member (for itself or on behalf of a beneficial owner) by written notice given to the Trustee by or on behalf of the Depositary in accordance with customary procedures of the Depositary and in compliance with this Section and Section 2.10 or Section 2.01(b)(5) and only under the circumstances provided for in Sections 2.01(b)(5) or 2.09(b)(4) unless otherwise agreed to by the Company. (3) Agent Members will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and Holder of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, the Depositary or its nominee may grant proxies and otherwise authorize any Person (including any Agent Member and any Person that holds a beneficial interest in a Global Note through an Agent Member) to take any action which a Holder is entitled to take under the Indenture or the Notes, and nothing herein will impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a holder of any security. (4) If (x) the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for a Global Note and a successor depositary is not appointed by the Company within 90 days of the notice or (y) an Event of Default has occurred and is continuing and the Trustee has received a request from the Depositary, the Trustee will promptly exchange each beneficial interest in the Global Note for one or more Certificated Notes in authorized denominations having an equal aggregate principal amount registered in the name of the owner of such beneficial interest, as identified to the Trustee by the Depositary, and thereupon the Global Note will be deemed canceled. If such Note does not bear the Restricted Legend, then the Certificated Notes issued in exchange therefor will not bear the Restricted Legend. If such Note bears the Restricted Legend, then the Certificated Notes issued in exchange therefor will bear the Restricted Legend, provided that any Holder of any such Certificated Note issued in exchange for a beneficial interest in a Temporary Offshore Global Note will have the right upon presentation to the Trustee of a duly completed Certificate of Beneficial Ownership after the Restricted Period to exchange such Certificated Note for a Certificated Note of like tenor and amount that does not bear the Restricted Legend, registered in the name of such Holder. (c) Each Certificated Note will be registered in the name of the holder thereof or its nominee. (d) A Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein) for another Note or Notes of any authorized denomination by presenting to the Trustee a written request therefor stating the name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required by Section 2.10. The Trustee will promptly register any transfer or exchange that meets the requirements of this Section by noting the same in the register maintained by the Trustee for the purpose; provided that

  • Sale of Securities Promptly upon each sale of Securities by the Fund, Written Instructions shall be delivered to the Custodian, specifying (i) the name of the issuer or writer of such Securities, and the title or other description thereof, (ii) the number of shares, principal amount (and accrued interest, if any), or other units sold, (iii) the date of sale and settlement, (iv) the sale price per unit, (v) the total amount payable upon such sale, and (vi) the person to whom such Securities are to be delivered. Upon receipt of the total amount payable to the Fund as specified in such Written Instructions, the Custodian shall deliver such Securities to the person specified in such Written Instructions. Subject to the foregoing, the Custodian may accept payment in such form as shall be satisfactory to it, and may deliver Securities and arrange for payment in accordance with the customs prevailing among dealers in Securities.

  • Purchase and Sale of Securities The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.

  • Exchange Listing and Exchange Act Registration The Common Stock is registered pursuant to Section 12(b) of the Exchange Act and is included or approved for listing on the Nasdaq Capital Market and the Company has not taken any action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the Nasdaq Capital Market, and the Company has not received any notification that the Commission or the Nasdaq Capital Market is contemplating terminating such registration or listing. The Company has complied in all material respects with the applicable requirements of the Nasdaq Capital Market for maintenance of inclusion of the Common Stock thereon. The Company has filed an application to include the Securities on the Nasdaq Capital Market. Except as previously disclosed to counsel for the Underwriters or as set forth in the Time of Sale Disclosure Package and the Prospectus, to the knowledge of the Company, no beneficial owners of the Company’s capital stock who, together with their associated persons and affiliates, hold in the aggregate 10% or more of such capital stock, have any direct or indirect association or affiliate with a FINRA member.

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