Sales by Investors Sample Clauses

Sales by Investors. Each Investor will sell any Securities sold by it in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. No Investor will make any sale, transfer or other disposition of the Securities in violation of federal or state securities laws.
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Sales by Investors. Each Investor will sell any Securities sold by it in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. No Investor will make any sale, transfer or other disposition of the Securities in violation of federal or state securities laws. Investor acknowledges that Investor has been provided with material nonpublic information and agrees to not publicly disclose such information until it has been publicly disclosed by the Company. Investor further acknowledges that Investor may not engage in a transaction to buy or sell any of the Company's securities until such information is publicly disclosed by the Company pursuant to Section 4.11 above or otherwise becomes public information.
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Sales by Investors. If any Investor determines to sell any Securities, then such Investor will sell such Securities in compliance with applicable prospectus delivery requirements, if any, or otherwise in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. In advance of any sale of Securities intended to comply with the requirements for an exemption from registration, the Investor who proposes to sell such Securities will deliver an opinion of counsel satisfactory to the Company and in form, substance and scope customary for opinions of counsel in comparable transactions. No Investor will make any sale, transfer or other disposition of the Securities in violation of federal or state securities laws or the restrictive provisions set forth in this Agreement.
Sample 1
Sales by Investors. Until the Shares are registered for resale ------------------ pursuant to Section 4 hereof or otherwise may be sold in a single transaction pursuant to Rule 144, each Investor shall not, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's Common Stock that such Investor owns immediately prior to the Closing or any securities convertible into or exchangeable for Common Stock that such Investor owns immediately prior to the Closing, or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such Common Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise.
Sample 1
Sales by Investors. Any shares covered by an Offer to Purchase received by Investor which are not acquired pursuant to Section 2.2 that such Investor desires to sell following compliance with Sections 2.2 and 2.3 may be sold to the Offeror only during the 90-day period after the expiration of the Co-Sale Notice Period and only on terms no more favorable to the selling Investor than those contained in the Offer to Purchase. Promptly after such sale, such Investor shall notify the other Investors of the consummation thereof and shall furnish such Investors evidence of the completion and time of completion of such sale and of the terms thereof. Such Offeror shall take the shares so Transferred subject to the restrictions of this Article II and with the benefits contemplated by Sections 2.7, 3.2, 4.8 and 5.5 to the extent applicable, and thereupon shall be deemed a member of the same Investor Group as the relevant Transferor and thereby a MacGregor Investor, a Monarch Investor, a TA Investor or a Hehlx Xxxestor hereunder except as the parties hereto may otherwise agree in connection with any proposed transfer. If, at the end of such 90-day period, the Investor has not completed the sale of such shares as aforesaid, all the restrictions on Transfer contained in this Article II shall again be in effect with respect to such shares.
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Sales by Investors. The named fiduciary for investments for each Investor has represented to the trustee of each Investor that it will require any investment advisor, including such named fiduciary, to the extent such investment advisor or named fiduciary, as the case may be, has been granted discretionary authority with respect to such Securities, to sell such Securities in compliance with the requirements for an exemption from registration under the Securities Act and the rules and regulations promulgated thereunder. No Investor will make any sale, transfer or other disposition of the Securities in violation of federal or state securities laws.
Sample 1
Sales by Investors. (a) If one or more Investors (the "Selling Investors") propose to sell or transfer shares of Investor Stock that represent, on a cumulative basis taking account of all prior sales by the Selling Investors, twenty percent (20%) or more of the outstanding capital stock of the Company on a fully diluted basis, then such Selling Investor or Investors shall promptly give written notice (the "Investor Notice") simultaneously to the Company and to each of the other Investors at least fifteen (15) business days prior to the closing of such sale or transfer. The Investor Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of shares of Investor 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 Sections 3.3(a) below, the Investor Notice shall state under which section the sale or transfer is being made.
Sample 1
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Sales by Investors 
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Related to Sales by Investors

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Communications by Holders with Other Holders Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Guarantors, the Trustee, the Registrar and anyone else shall have the protection of TIA § 312(c).

  • Actions by Holders No Holder shall have the right to institute any action, suit or proceeding or to exercise any other remedy authorized by this agreement for the purpose of enforcing any of its rights or for the execution of any trust or power hereunder unless the Holder has requested the Trustee to take or institute such action, suit or proceeding and furnished the Trustee with the funding, security and indemnity referred to in Section 7.6 hereof and the Trustee shall have failed to act within a reasonable time thereafter. In such case, but not otherwise, the Holder shall be entitled to take proceedings in any court of competent jurisdiction such as the Trustee might have taken; it being understood and intended that no one or more Holders shall have any right in any manner whatsoever to affect, disturb or prejudice the rights hereby created by any such action, or to enforce any right hereunder or under the Voting Rights, the Exchange Put Right, the Exchange Right or the Automatic Exchange Rights, except subject to the conditions and in the manner herein provided, and that all powers and trusts hereunder shall be exercised and all proceedings at law shall be instituted, had and maintained by the Trustee, except only as herein provided, and in any event for the equal benefit of all Holders.

  • Request by Holders If Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "Lock-Up Expiration Date"), receive a written request from Cadence, Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Cadence Group (or any Registrable Securities issued in exchange therefor) holding at least ten percent (10%) of the aggregate outstanding number of such LP Units that Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the registration of Registrable Securities pursuant to this Section 3.4(b), then Tality shall, within ten (10) Business Days after the receipt of such written request, give written notice of such request ("Request Notice") to all Holders, and use its best efforts to effect, as soon as practicable, the registration under the Securities Act of all Registrable Securities that Holders request to be registered and included in such registration by written notice given by such Holders to Tality within twenty (20) days after receipt of the Request Notice, subject only to the limitations of this Section 3.4(b); provided, however, that the Registrable Securities requested by all Holders to be registered pursuant to such request must be at least ten percent (10%) of all Registrable Securities then held by or issuable to them; provided further, that Tality shall not be obligated to effect any such registration if Tality has, within the six (6) month period preceding the date of such request, already effected a registration under the Securities Act pursuant to this Section 3.4(b) or Section 3.4(d), or in which the Holders had an opportunity to participate pursuant to Section 3.4(c), other than a registration from which the Registrable Securities of Holders have been excluded (with respect to all or any portion of the Registrable Securities the Holders requested be included in such registration) pursuant to Section 3.4(c)(i).

  • 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.

  • Deliveries by Sellers At the Closing, Sellers shall deliver to Purchaser:

  • Deliveries by Seller At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

  • Restrictions on Public Sale by Holders of Registrable Securities Each Holder of Registrable Securities agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of Registrable Securities during the 60 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of any Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Partnership or the officers, directors or any other Affiliate of the Partnership on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.07 shall not apply to any Registrable Securities that are included in such Underwritten Offering by such Holder. In addition, this Section 2.07 shall not apply to any Holder that is not entitled to participate in such Underwritten Offering, whether because such Holder delivered an Opt-Out Notice prior to receiving notice of the Underwritten Offering or because such Holder holds less than $10.0 million of the then-outstanding Registrable Securities.

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver to Seller the following:

  • 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.

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