Sales by Founders Sample Clauses

Sales by Founders. (a) NOTICE OF SALES; ASSIGNMENT OF COMPANY RIGHT OF FIRST REFUSAL. (i) Should any Founder propose to accept one or more bona fide offers (collectively, a "PURCHASE OFFER") from any persons to purchase shares of the Company's capital stock (or securities exercisable into the Company's capital stock) now or hereafter owned (the "SHARES") by such Founder (other than as set forth in Section 1(e) below), such Founder shall promptly deliver a notice (the "NOTICE") to the Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (ii) The Company agrees that in the event that the Company declines to exercise in full the Right of First Refusal set forth in Section 3 of the Restricted Stock Purchase Agreement (or Section 5 of the Stock and Note Purchase Agreement in the case of idealab!) between such Founder and the Company (the "RIGHT OF FIRST REFUSAL"), the Company will provide each Investor with notice of such determination at least thirty (30) days prior to the end of the period in which the Right of First Refusal expires under such Restricted Stock Purchase Agreement or Stock and Note Purchase Agreement. Each Investor shall then have the right, exercisable by notice prior to the end of such period, to exercise such Right of First Refusal as the Company's assignee on a pro rata basis (based upon the number of Conversion Shares (as defined below) held by such Investor relative to the aggregate number of Conversion Shares held by all Investors); provided that if fewer than all Investors elect to participate, the Shares that would otherwise be allocated to non-participating Investors shall be allocated to each participating Investor so that each participating Investor is entitled to purchase at least such Investor's pro rata portion of such unallocated Shares (based upon the number of Conversion Shares held by all participating Investors) or such different number of shares as the participating Investors shall mutually agree. In the event the Purchase Offer provides for consideration other than cash, in lieu of such consideration, the Company and the Investors, may make payment in cash in an amount equal to the full market value of such consideration. Upon expiration or exercise of the Right of First Refusal, the Company will provide notice to all Investor...
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Sales by Founders. (a) NOTICE OF SALES. Should any Founder propose to accept one or more bona fide offers (collectively, a "Purchase Offer") from any person or persons for the purchase of (i) the Company's Common Stock owned by such Founder or (ii) with respect only to Dibachi, the Series F Preferred Stock owned by Dibachi, or the shares of Common Stock into which such shares convert (the "Dibachi Shares", and together with the shares of Common Stock described in clause (i) above, the "Shares") from such Founder (other than as set forth in Section 1(e) hereof), such Founder shall promptly deliver a notice (the "Notice") to the Company and each Investor stating the terms and conditions of such Purchase Offer including, without limitation, the number of Shares to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. (b) CO-SALE RIGHT. Each Investor shall have the right (the "Co-Sale Right"), exercisable upon written notice to the Company within fifteen (15) business days, to participate in such Founder's sale of Shares pursuant to the specified terms and conditions of such Purchase Offer. To the extent an Investor exercises such Co-Sale Right in accordance with the terms and conditions set forth below, the number of Shares which such Founder may sell pursuant to such Purchase Offer shall be correspondingly reduced. The Co-Sale Right of each Investor shall be subject to the following terms and conditions:
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Sales by Founders a) If a Founder proposes to sell any shares of Stock (i) as to which the Company either waived or to the extent the Company did not exercise its First Refusal Right with respect to such shares and (ii) that have not been purchased by the Major Investors pursuant to the Secondary Refusal Right, then such Founder promptly shall give written notice (the “Notice”) to the Company and the Major Investors at least ten (10) days prior to the closing of such proposed sale. The Notice shall describe in reasonable detail the proposed sale including, without limitation, the number of shares of Stock to be sold (the “Co-Sale Shares”), the nature of such sale, the consideration to be paid, and the name of each prospective purchaser.
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Sales by Founders. (a) NOTICE OF SALES;
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Sales by Founders a. If any Founder proposes to sell or transfer any shares of Stock except as otherwise permitted herein, then such Founder shall promptly give written notice (the "Notice") to the Company and the Stockholders at least 20 days prior to the closing of such sale or transfer. The Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Stock to be sold or transferred, the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that the sale or transfer is being made pursuant to the provisions of paragraph 3(a) or 3(b) hereof, the Notice shall state under which paragraph the sale or transfer is being made. b. Each Stockholder shall have the right, exercisable upon written notice to such Founder within 15 days after receipt of the Notice, to participate in such sale of Stock on the same terms and conditions. To the extent one or more of the Stockholders exercise such right of participation in accordance with the terms and conditions set forth below, the number of shares of Stock that the Founder may sell in the transaction shall be correspondingly reduced. A Stockholder with one or more affiliated funds may apportion the number of shares it is entitled to sell pursuant to paragraph (c) below among such funds in any manner the Stockholder may choose. c. Each Stockholder may sell all or any part of that number of shares of Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Stock covered by the Notice by (ii) a fraction the numerator of which is the number of shares of Common Stock owned by such Stockholder at the time of the sale or transfer and the denominator of which is the total number of shares of Common Stock owned by the Founder and all of the Stockholders at the time of the sale or transfer. Notwithstanding the foregoing, in the event of any purchase of shares of Stock by the Company (or its assignees) pursuant to any right of first refusal or by the Stockholder under paragraph (g) below, no Stockholder shall have any co-sale rights under this Section 2 with respect to any shares of Stock so purchased. d. Each Stockholder electing to participate (each a "Participant," and collectively, the "Participants") shall effect its participation in the sale by promptly delivering to the Founder for transfer to the prospective purchaser one or more certificates, properly ...
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Sales by Founders. (a) If any Founder proposes to sell any shares of Stock (i) as to which the Company either waived or failed to exercise its First Refusal Right with respect to such shares and (ii) which have not been purchased by any Investor or the Other Founders pursuant to the Secondary Refusal Right, then such Founder promptly shall give written notice (the “Notice”) to the Company, the Investors and the Other Founders at least twenty (20) days prior to the closing of such proposed sale. The Notice shall describe in reasonable detail the proposed sale including, without limitation, the number of shares of Stock to be sold, the nature of such sale, the consideration to be paid, and the name of each prospective purchaser. (b) The Investors and the Other Founders shall have the right, exercisable by written notice to the Founder within 5 days after receipt of the Notice, to participate on a pro rata basis in such sale of Stock on the same terms and conditions and as set forth in subparagraph (c) below. (c) The Investors and the Other Founders may sell all or any part of that number of shares equal to the product obtained by multiplying (i) the aggregate number of shares of Stock covered by the Notice by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by each such Investor or Other Founder, as the case may be, at the time of the Notice and the denominator of which is the sum of (X) the number of shares of Stock owned by the Founder and (Y) the aggregate number of shares of Capital Stock owned by each such Investor or Other Founder, as the case may be, at the time of the Notice. (d) An Investor or Other Founder shall effect its participation in the sale by promptly delivering to the Founder, for transfer to the prospective purchaser, one or more certificates, properly endorsed for transfer, that represent: (i) the number of shares of Common Stock that the Investor or Other Founder, as the case may be, elects to sell; or (ii) that number of shares of Preferred Stock that is at such time convertible into the number of shares of Common Stock that an Investor elects to sell or that number of shares of Common Stock that the Other Founder elects to sell; provided, however, that if the prospective purchaser objects to the delivery of Preferred Stock in lieu of Common Stock, the Investor shall convert such Preferred Stock into Common Stock and deliver Common Stock as provided in Section 3(d)(i) above. The Company agrees to make any such conve...
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Sales by Founders 
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Related to Sales by Founders

  • Sales of Shares by the Fund The Fund reserves the right to issue shares at any time directly to its shareholders as a stock dividend or stock split and to sell shares to its shareholders or to other persons approved by Xxxxxx at not less than net asset value.

  • Payment of Expenses by Shareholders The Trustees shall have the power, as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly, in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such charges due from such Shareholder.

  • Reports to Shareholders The Trustees shall at least semi-annually submit to the Shareholders of each Series a written financial report of the transactions of the Trust and Series thereof, including financial statements which shall at least annually be certified by independent public accountants.

  • Deliveries by Sellers At the Closing, Sellers shall (or shall cause its Affiliates to) take each of the following actions: (a) deliver to Purchaser the original share register (“aksjeeierbok”) of the Company with the Purchaser duly registered as owner of the Shares free and clear of any and all Encumbrances and a notice in accordance with Section 4-10 of the Norwegian Companies Act; (b) deliver to Purchaser certified copies of the share registers or the share certificates, as the case may be, representing all shares owned by any Acquired Company in the Acquired Companies other than the Company (provided such share certificates should have been issued according to applicable law); (c) deliver to Purchaser written resignations, in the agreed form, by each retiring board director and deputy board director elected by the shareholders in the Acquired Companies, including a confirmation from each such person that he has no claim against the relevant Acquired Company resulting from his position as board director or deputy board director; (d) deliver to Purchaser a certified copy of the minutes of the board of directors of the Company containing the unconditional approval of the transfer of the Shares from the Sellers to the Purchaser; and (e) deliver to Purchaser a certificate duly signed by the Sellers, following due inquiries with and assurances from the individuals set out in Section 1.3.4, that the Warranties and the Title and Capacity Warranties are true and accurate in all material respects as of the Closing Date. (f) deliver to Purchaser an opinion or opinions of counsel for Sellers, in form and substance reasonably satisfactory to Purchaser, relating to the Warranties set forth in Sections 5.1 and 5.2 below; (g) to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any land certificates, charge certificates, leases, title deeds and other documents related to the real property of the Acquired Companies, as well as, to the extent in the possession of the Sellers or any of their Affiliates (other than any of the Acquired Companies), the originals of any licenses, consents, permits or authorizations obtained by or issued to any of the Acquired Companies, and any contracts or other agreements to which any Acquired Company is a party; and (h) subject to Section 11.1.2(b), all elements of the Data Room remaining in the possession or control of counsel to Sellers.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the Debentures. For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Debentures” 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. 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 ________, 2022, 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 maximum number of shares of common stock issuable upon conversion of the Debentures, determined as if the outstanding Debentures 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. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” The undersigned beneficial owner of common stock (the “Registrable Securities”) of Progressive Care, 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.

  • Sale of Shares by the Fund Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders.

  • Deliveries by Seller At the Closing, Seller shall deliver to Purchaser: (a) a xxxx of sale in the form of Exhibit A hereto, duly executed by the Sellers, as applicable; (b) an assignment and assumption agreement in the form attached hereto as Exhibit B hereto, duly executed by the Sellers, as applicable; (c) an assignment and assumption of lease for each Leased Real Property in the form attached to this Agreement as Exhibit C, with such modifications as are necessary to properly describe such Leased Real Property (collectively, the “Lease Assignments”), duly executed by the applicable Sellers that holds the leasehold interest in such Leased Real Property; (d) duly executed assignments of (i) the Patents and Trademarks, if any, in forms suitable for recording in the United States Patent and Trademark Office, and (ii) duly executed assignments of the copyright registrations and applications for copyright registration owned by Sellers that are included in Purchased Intellectual Property (if applicable); (e) the officer’s certificate required to be delivered pursuant to Sections 10.1(a) and 10.1(b); (f) a copy of all orders of the Bankruptcy Court pertaining to the transactions contemplated herein, including the Confirmation Order; (g) a certificate duly executed by an officer of the Seller certifying that as of the Closing Date no appeal of or motion for stay, reargument, rehearing or reconsideration with respect to the Confirmation Order has been served on the Debtor or, based solely on a review of the online docket of the Chapter 11 Cases, has been filed; (h) all consents or notices of third parties obtained or given by Sellers as of the Closing Date to the transfer of the Purchased Assets, if any; and (i) all other instruments of conveyance and transfer, in form and substance reasonably acceptable to Purchaser, as may be necessary to convey the Purchased Assets to Purchaser and to allow the Purchaser to operate properties in which the Seller is currently operating.

  • Deliveries by Purchaser At each Closing, Purchaser shall deliver to Stayton with respect to the Initial Closing Properties, or each Deferred Property being conveyed, as applicable, the following: (a) the Cash Consideration Amount payable to Stayton at the applicable Closing in accordance with Section 2.5(c), and, if applicable in connection with the Initial Closing, the instruments contemplated by Section 2.6(b) evidencing the Rollover Equity; (b) a fully executed assignment and assumption agreement described in Section 8.3(c) above; (c) in connection with the Closing of the Initial Closing Properties only, with respect to Properties in which Purchaser has NOT received all Licensing Approvals on or prior to the Initial Closing Date, a signed Interim Operating Agreement, with all exhibits and schedules attached thereto; (d) a fully executed assignment and assumption agreement described in Section 8.3(f) above; (e) if applicable, duly completed and executed real estate transfer tax filings for the applicable Properties consistent with Section 14.13(c); (f) a closing statement, prepared and approved by Stayton and Purchaser, consistent with the terms of this Agreement and duly executed by Purchaser; (g) such other assignments, instruments of transfer, and other documents as Stayton may reasonably require in order to complete the transactions contemplated hereunder or to evidence compliance by Purchaser with the covenants, agreements, representations and warranties made by it hereunder, in each case, duly executed by Purchaser; (h) a duly executed and sworn Secretary's Certificate from Purchaser certifying that Purchaser has taken all necessary action to authorize the execution of all documents being delivered hereunder and the consummation of all of the transactions contemplated hereby and that such authorization has not been revoked, modified or amended; and (i) an executed and acknowledged incumbency certificate from Purchaser certifying the authority of the officers of Purchaser to execute this Agreement and the other documents delivered by Purchaser to Stayton at the Closing.

  • Distributions to Shareholders (a) The Trustees shall from time to time distribute ratably among the Shareholders of any class of Shares, or any series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, such proportion of the net profits, surplus (including paid-in surplus), capital, or assets held by the Trustees as they may deem proper or as may otherwise be determined in accordance with this Declaration. Any such distribution may be made in cash or property (including without limitation any type of obligations of the Trust or any assets thereof) or Shares of any class or series or any combination thereof, and the Trustees may distribute ratably among the Shareholders of any class of shares or series of any such class, in accordance with the number of outstanding full and fractional Shares of such class or any series of such class, additional Shares of any class or series in such manner, at such times, and on such terms as the Trustees may deem proper or as may otherwise be determined in accordance with this Declaration. (b) Distributions pursuant to this Section 9.2 may be among the Shareholders of record of the applicable class or series of Shares at the time of declaring a distribution or among the Shareholders of record at such later date as the Trustees shall determine and specify. (c) The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or to meet obligations of the Trust, or as they otherwise may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. (d) Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust to avoid or reduce liability for taxes.

  • Reports to Stockholders To the extent required by the MGCL, the Company shall report in writing to its stockholders the payment of any amounts for indemnification of, or advance of Expenses to, Indemnitee under this Agreement arising out of a Proceeding by or in the right of the Company with the notice of the meeting of stockholders of the Company next following the date of the payment of any such indemnification or advance of Expenses or prior to such meeting.

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