Sales to Affiliates. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person or persons controlling, controlled by, or under common control with the Company from its inception through and including the date hereof, except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus.
Sales to Affiliates. If at any time while this Warrant is outstanding and unexpired the Company shall sell or grant shares of its equity securities or rights, options, warrants or convertible or exchangeable securities of the Company to any Affiliate of the Company, in all instances at below fair market value, then the Warrant Price shall be reduced, from and after the date of such sale, to the lesser of (i) the price to such Affiliate of the Company and (ii) that price determined by multiplying the Warrant Price in effect immediately prior to such date of sale by a fraction (x) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend, and (y) the denominator of which shall be the total number of shares of Common Stock outstanding immediately after such sale. The number of shares for which the Warrant is exercisable shall be proportionately increased so that the aggregate Warrant Price shall remain the same. In the event such sale is not so consummated, the Warrant Price shall again be adjusted to the Warrant Price that would then be in effect if the Affiliate of the Company had not so purchased such shares, but such subsequent adjustment shall not affect the number of Warrant Shares issued upon any exercise of the Warrant prior to the date such subsequent adjustment was made. As used herein, "Affiliate of the Company" shall mean (1) any Person (other than Shells Investment Partners, LLC, Banyon Investment, LLC or any Affiliate of either entity) that directly or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Company, (2) any owner, shareholder or director of the Company, and (3) any spouse or any person related by birth or marriage to any Affiliate of the Company described in clauses (1) and (2) above and "Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.
Sales to Affiliates. The parties hereto acknowledge that the transactions contemplated hereunder are subject to Rule 312.03(b) of the NYSE Listed Company Manual.
Sales to Affiliates. As described in the Prospectus, the Dealer Manager may sell only Class A Units to the Company’s executive officers and managers and their immediate family members as well as officers and persons associated with the Advisor and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings), and any other individuals designated by the Company’s management, and, if approved by the Company’s board of managers, joint venture partners, consultants and other service providers, at a discount. The purchase price for such Class A Units will be $9.30 per Unit, reflecting the fact that the selling commissions in the amount of $0.70 will be waived and not payable in connection with such Class A Units.
Sales to Affiliates. No royalties shall be payable on sales between and among Xxxxxx and/or its Affiliates, but shall be payable on the first sale by Xxxxxx and/or its Affiliates to a Third Party in the International Territory.
Sales to Affiliates. In order to assure Institute the full royalty payments on Net Sales contemplated in this Agreement, Licensee agrees that in the event any Licensed Product is sold for purposes of resale to an Affiliate, then the royalties to be paid in respect to such Licensed Product will be computed on the net selling price at which the Affiliate sells such Licensed Products, rather than on the net selling price of Licensee. The calculation of the net selling price on which the royalties under this paragraph will be paid will be determined in the some manner as Net Sales.
Sales to Affiliates. Licensee shall not sell or distribute the Licensed Products to an Affiliate for a price less than that Licensee usually charges non-Affiliates for such Licensed Products.
Sales to Affiliates. MSX shall be permitted to sell Minerals from the Properties in the form of raw ore, dore, or concentrates to an Affiliate of MSX, provided that such sales shall be considered, solely for the purpose of computing the Royalty, to have been sold at prices and on terms no less favorable than those that would be extended to an unaffiliated third party under similar circumstances.
Sales to Affiliates. Notwithstanding anything contained herein to the contrary, each Shareholder may Sell Capital Securities to any Affiliate at any time, provided that such Affiliate (if not already a Shareholder) executes an addendum to this Agreement, substantially in the form of Exhibit A attached hereto, agreeing to be bound by the terms of this Agreement and to assume the rights and obligations hereunder of such Shareholder with respect to such Capital Securities.
Sales to Affiliates. The Licensee may sell Product to an Affiliate under the terms of this Agreement. RDT Service Fees are charged to the Affiliate at the rate of twenty-five percent (25%) of the selling price charged by the Affiliate to its retail customers or, where vertically integrated, on the retail price for sales of Product sold directly to consumer customers. The RDT Affiliate Service Fees are calculated quarterly based on the sales results provided by the affiliate to Licensee.
