Sales or Other Events Sample Clauses

Sales or Other Events. The Company shall give the Optionee at least five business days’ notice (or, if not practicable, such shorter notice as may be practicable) (the “Sale Notice”) prior to the anticipated date of the consummation of a sale by the NMP Entities of any of their shares of Common Stock to a Third Party (an “NMP Sale”). The Optionee shall be permitted to exercise the Option to the extent provided in this Section 4.2 in order to participate in the NMP Sale; provided, that, in the event of an NMP Sale in which the Optionee would be required to participate pursuant to Section 3.5 of the Optionee Shareholders’ Agreement were the Optionee then a party to such agreement, the Company may require the Optionee to exercise the Option to the extent necessary to enable the Optionee to participate therein or forfeit the Option (or portion thereof, as applicable). Notwithstanding anything in Section 4.1 to the contrary, in connection with an NMP Sale, the Option may be exercised to the extent of the excess, if any, of (a) the number of shares with respect to which the Optionee would be entitled to, or is being required to, participate in an NMP Sale, and will so participate, over (b) the number of shares previously issued to the Optionee upon exercise of the Option and not previously disposed of. Unless the Company elects to allow an earlier exercise of the Option, the exercise of an Option in connection with an NMP Sale shall be made in accordance with Section 5 and shall be made concurrently with the consummation of the NMP Sale, and, in the event the NMP Sale is not consummated, any notice of exercise submitted in connection with the NMP Sale shall be of no force or effect and the Option shall be exercisable thereafter to the extent it would have been exercisable if no Sale Notice or notice of exercise had been given. In lieu of permitting the Optionee to participate in a Public Offering of all or a portion of the shares of Common Stock owned by the NMP Entities (a “Secondary Public Offering”), the Company, at its option, may instead cause the Option and the underlying shares to be registered under applicable securities laws, or make other arrangements consistent with such laws, so as to permit the Optionee to sell for a period of time after the Secondary Public Offering the same number of shares that the Optionee would have been able to sell in the Secondary Public Offering but for this sentence.
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Related to Sales or Other Events

  • No Transfer Taxes or Other Fees There are no transfer taxes or other similar fees or charges under Federal law or the laws of any state, or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance and sale by the Company of the shares.

  • Adjustments for Dividends in Stock or Other Securities or Property If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of any class of securities as to which purchase rights under this Warrant exist at the time shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 4.

  • No Unlawful Contributions or Other Payments Neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

  • Options or Other Rights There is no outstanding right, subscription, warrant, call, unsatisfied preemptive right, option or other agreement of any kind to purchase or otherwise to receive from the Company or any Seller any of the outstanding, authorized but unissued, unauthorized or treasury shares of the capital stock or any other security of the Company, and there is no outstanding security of any kind convertible into such capital stock.

  • Gas Imbalances, Take-or-Pay or Other Prepayments The Borrower will not, and will not permit any Restricted Subsidiary to, allow gas imbalances, take-or-pay or other prepayments with respect to the Oil and Gas Properties of the Borrower or any Restricted Subsidiary that would require the Borrower or such Restricted Subsidiary to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor to exceed one half bcf of gas (on an mcf equivalent basis) in the aggregate.

  • Suits or Other Proceedings 78 9.14 Notice of Environmental Complaint or Condition .....................................................78 9.15

  • Persons Affected by Alcohol and/or Other Drugs No person is permitted to work on a building site whilst incapable of performing safe work practices. • If the question arises, the OH&S Committee will determine if a person is capable of performing safe work practices and will take necessary action to ensure that safety is maintained. • If safety is compromised, management may take disciplinary action against the person in question, following consultation with the OH&S Committee and the person’s representative. One verbal warning, one written warning, applies.

  • Are There Different Types of IRAs or Other Tax Deferred Accounts? Yes. Upon creation of a tax deferred account, you must designate whether the account will be a Traditional IRA, a Xxxx XXX, or a Xxxxxxxxx Education Savings Account (“CESA”). (In addition, there are Simplified Employee Pension Plan (“SEP”) IRAs and Savings Incentive Matched Plan for Employees of Small Employers (“SIMPLE”) IRAs, which are discussed in the Disclosure Statement for Traditional IRAs). • In a Traditional IRA, amounts contributed to the IRA may be tax deductible at the time of contribution. Distributions from the IRA will be taxed upon distribution except to the extent that the distribution represents a return of your own contributions for which you did not claim (or were not eligible to claim) a deduction. • In a Xxxx XXX, amounts contributed to your IRA are taxed at the time of contribution, but distributions from the IRA are not subject to tax if you have held the IRA for certain minimum periods of time (generally, until age 59½ but in some cases longer). • In a Xxxxxxxxx Education Savings Account, you contribute to an IRA maintained on behalf of a beneficiary and do not receive a current deduction. However, if amounts are used for certain educational purposes, neither you nor the beneficiary of the IRA are taxed upon distribution. Each type of account is a custodial account created for the exclusive benefit of the beneficiary – you (or your spouse) in the case of the Traditional IRA and Xxxx XXX, and a named beneficiary in the case of a Xxxxxxxxx Education Savings Account. U.S. Bank, National Association serves as Custodian of the account. Your, your spouse’s or your beneficiary’s (as applicable) interest in the account is nonforfeitable.

  • No Employment or Other Rights The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Employer and shall not interfere in any way with the right of the Employer to terminate the Grantee’s employment or service at any time. The right of the Employer to terminate at will the Grantee’s employment or service at any time for any reason is specifically reserved.

  • No Right To Employment or Other Status The grant of this option shall not be construed as giving the Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with the Participant free from any liability or claim hereunder.

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