Tagalong Sample Clauses

Tagalong. Except as provided in Section 2.2 or 2.3 hereof, no Stockholder shall Transfer (in one or a series of transactions within any 24-month period) any Subject Securities representing more than ten percent (10%) of the Common Stock Equivalents held by such Stockholder on the date of execution of this Agreement by such stockholder, to a Third Party without complying with the terms and conditions set forth in this Section 2.4, as applicable; provided that this Section 2.4 shall not in any way limit or affect the restrictions of Section 2.1, and any Stockholder may be an Initiating Stockholder (as defined below) under this Section 2.4 only if such Transfer is permitted under Section 2.1: (a) Any Stockholder (the "Initiating Stockholder") desiring to Transfer such Subject Securities shall give not less than 10 days' prior written notice of such intended Transfer to each other Stockholder ("Participating Offerees") and to the Company. Such notice (the "Participation Notice") shall set forth the terms and conditions of such proposed Transfer, including the name of the prospective transferee, the number of Common Stock Equivalents proposed to be transferred (the "Participation Securities") by the Initiating Stockholder, the purchase price per share proposed to be paid therefor and the payment terms and type of Transfer to be effectuated. Within 15 days following the delivery of the Participation Notice by the Initiating Stockholder to each Participating Offeree and to the Company, each Participating Offeree shall, by notice in writing to the Initiating Stockholder and to the Company, have the opportunity and right to sell to the purchasers in such proposed Transfer (upon the same terms and conditions as the Initiating Stockholder) up to that number of Subject Securities representing Common Stock Equivalents at the time held by such Participating Offeree as shall equal the product of (i) a fraction, the numerator of which is the number of Common Stock Equivalents owned by such Participating Offeree as of the date of such proposed Transfer and the denominator of which is the aggregate number of Common Stock Equivalents owned as of the date of such Participation Notice by each Initiating Stockholder and by all Participating Offerees so electing to sell Subject Securities pursuant to this Section 2.4(a), multiplied by (ii) the number of Participation Securities. The amount of Participation Securities to be sold by any Initiating Stockholder shall be reduced to the extent ...
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Tagalong. (a) If Pengo or any affiliate of Pengo (a "Transferor") sells, other than in an offering pursuant to a registration statement or pursuant to Rule 144 under the Securities Act of 1933, any shares of Common Stock owned by the Transferor to any individual or entity (a "Transferee") in one transaction or a series of related transactions which constitute a majority of the shares of Common Stock owned by Pengo and its affiliates (collectively, the "Smitx Xxxup"), Purchaser shall have the right to sell to the Transferee, on the same terms and conditions as provided with respect to the sale by the Transferor to such Transferee, the number of shares of Common Stock (rounded to the nearest whole share) equal to the product of (i) the total number of shares of Common Stock which Purchaser then owns that were acquired upon conversion of the Series C Cumulative Convertible Preferred Stock and the number of shares Purchaser may acquire upon conversion of the Series C Cumulative Convertible Preferred Stock Purchaser then owns and (ii) a fraction with a numerator equal to the number of shares of Common Stock then being sold by the Transferor and a denominator equal to the total number of shares of Common Stock owned by the Transferor and the other members of the Smitx Xxxup. The right of the Transferor to sell shall be subject to the condition that the Transferor shall cause the Transferee that proposes to purchase the shares of the Transferor to offer to purchase, on such terms (including closing date), such number of shares from Purchaser; provided, however, that if the Transferee is for any reason unwilling or unable to purchase the aggregate number of shares from the Transferor and Purchaser contemplated by the foregoing, the number of shares to be sold by each shall be reduced to such number as, when taken with the numbers of shares to be sold by each other such party, shall be equal to the number 2 of shares which such Transferee is willing or able to purchase and shall comply with the first sentence of this Section 1(a). Purchaser may only sell shares of Common Stock hereunder that it has acquired upon conversion of Series C Cumulative Convertible Preferred Stock. (b) The Transferor shall give written notice to Purchaser at least 3 business days prior to any proposed sale of Common Stock subject to this Agreement. The notice shall specify the proposed Transferee, the number of shares of Common Stock to be sold, the amount and type of consideration to be received th...
Sample 1
Tagalong. If either HACL or Energy Investors proposes to sell any of their shares of Common Stock ("Disposing Shareholder"), then such Disposing Shareholder shall notify Xxxxx and the Xxxxx Shareholders of the terms of such sale in a written notice to Xxxxx setting forth the terms of such sale (the "Offer Notice"). Xxxxx and the Xxxxx Shareholders shall have the right within ten (10) days of such notice to elect to participate in such sale ("Accepting Shareholder") by notifying the Disposing Shareholder of such intent. Upon receipt of a notice from an Accepting Shareholder, the Disposing Shareholder shall allow such Accepting Shareholder to dispose of such Accepting Shareholder's pro rata share of Common Stock (based on the total number of shares of Common Stock owned by the Accepting Shareholder(s) and the Disposing Shareholder in relation to the total number of shares of Common Stock to be sold) on the same terms as contained in the Offer Notice. Upon delivery of the notice referred to above, each Accepting Shareholder shall be obligated to sell their pro rata share of their shares of Common Stock to the purchaser specified in the Offer Notice. The co-sale rights set forth in this Section 4.2 shall terminate on the earlier of (i) when the Xxxxx Shareholders have sold or are deemed as set forth herein to have sold one-half of the Xxxxx Stock, (ii) December 31, 2001 or (iii) upon Xxxxx or any Member of the Shareholder Group taking any actions inconsistent with or which would be in violation of Section 1.5 hereof whether or not the Standstill Period is then in effect.
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Tagalong. (a) Trigger of Tag-Along Right. No JWC Holder shall Transfer any Common Stock Equivalents to a Third Party (other than a Permitted Transferee and other than pursuant to Section 3.4 or the demand sale and registration rights granted under Article IV of this Agreement) in one or a series of related transactions without complying with the terms and conditions set forth in this Section 3.3; provided, however, that the JWC Holders shall be permitted to Transfer up to 5%, in the aggregate, of the number of Common Stock Equivalents held by the Original JWC Holders as of the date of this Agreement without compliance with this Section 3.3; provided further, however, that this Section 3.3 shall not in any way limit or affect the restriction contained in Section 3.1(c).
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Related to Tagalong

  • Shareholder Services Transfer Agent or its agent will investigate all inquiries from Shareholders of a Fund relating to Shareholder accounts and will respond to all communications from Shareholders and others relating to its duties hereunder and such other correspondence as may from time to time be mutually agreed upon between Transfer Agent and a Fund. Transfer Agent shall provide each Fund with reports concerning Shareholder inquires and the responses thereto by Transfer Agent, in such form and at such times as are agreed to by the Fund and Transfer Agent.

  • Stockholder Services (i) Manage services for and communications with Stockholders, including answering phone calls, preparing and sending written and electronic reports and other communications; (ii) Oversee the performance of the transfer agent and registrar; (iii) Establish technology infrastructure to assist in providing Stockholder support and service; and (iv) Consistent with Section 3.01, the Advisor shall perform the various subscription processing services reasonably necessary for the admission of new Stockholders.

  • 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.

  • Shareholder Servicing All expenses of maintaining and servicing shareholder accounts, including but not limited to the charges of any shareholder servicing agent, dividend disbursing agent, transfer agent or other agent engaged by the Trust to service shareholder accounts.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Approval of Shareholders The Trust will call a special meeting of the Acquired Fund Shareholders to consider and act upon this Agreement and to take all other appropriate action necessary to obtain approval of the transactions contemplated herein.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

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