Block Sales definition

Block Sales means a sale of at least 10,000 shares of Common Stock.
Sample 1Sample 2Sample 3
Block Sales means a sale of at least 10,000 shares of Common Stock. "Closing" shall have the meaning set forth in the Securities Purchase Agreement. "Closing Price" means the closing price of the Common Stock as reported on the American Stock Exchange (or, if not traded on the American Stock Exchange, any national securities exchange or automated quotation services on which the Common Stock is then listed for trading). "Common Stock" means and includes the Company's authorized common stock, par value $0.0001 per share. "Company" shall have the meaning set forth in the preamble hereof. "Covered Stock" means 75% of an Additional Purchaser's total holdings of Common Stock (calculated assuming the exercise of all rights, options and warrants to purchase Common Stock or securities convertible or exchangeable for shares of Common Stock, and the conversion or exchange of all securities convertible or exchangeable for Common Stock) purchased under the Additional Purchase Agreement (as adjusted for stock splits, stock combinations and the like). "Effective Date" means the Closing Date (as defined in the Securities Purchase Agreement). "Election Period" shall have the meaning set forth in Section 2.2 hereof. "Existing Stockholder" shall have the meaning set forth in Section 3.1 hereof. "MSDW" shall have the meaning set forth in Section 2.5 hereof. "Parties" means all of the parties that are signatories to this Agreement. "Person" means and includes an individual, a corporation, a limited liability company, an association, a partnership, a trust or estate, a government or any department or agency thereof. "Purchasers" shall have the meaning set forth in the preamble hereof. "Qualified Primary Offering" means a firmly underwritten primary registered public offering of Common Stock by the Company that raises at least $35 million in aggregate gross proceeds at a price of at least $5.00 per share (as adjusted for stock splits, stock combinations and the like). "Sale Notice" shall have the meaning set forth in Section 2.2 hereof. "Securities Purchase Agreement" shall have the meaning set forth in the first recital hereof. "Selling Party" shall have the meaning set forth in Section 2.2 hereof. "Series A Preferred Stock" shall have the meaning set forth in the first recital hereof. "Uncovered Stock" means any Additional Purchaser's total holdings of Common Stock that is not Covered Stock. ARTICLE II
Sample 1
Block Sales means a sale of at least 10,000 shares of Common Stock. "Closing Price" means the closing price of the Common Stock as reported on the American Stock Exchange (or, if not traded on the American Stock Exchange, any national securities exchange or automated quotation services on which the Common Stock is then listed for trading). "Common Stock" means and includes the Company's authorized common stock, par value $0.0001 per share. "Company" shall have the meaning set forth in the preamble hereof. "Investors" shall have the meaning set forth in the preamble hereof. "Parties" means all of the parties that are signatories to this Agreement from time to time, including under any joinders executed pursuant to the terms hereof, other than the Company. "Person" means and includes an individual, a corporation, a limited liability company, an association, a partnership, a trust or estate, a government or any department or agency thereof. "Redemption and Exchange Agreement" shall have the meaning set forth in the fourth WHEREAS clause hereof. ARTICLE II
Sample 1

Examples of Block Sales in a sentence

  • Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to the CD&R Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions).

  • Any such Shelf Takedown may be made in the United States by and pursuant to any method or combination of methods legally available to any Holder or Holders of Registrable Securities (including, but not limited to, an Underwritten Offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions).

  • Any Shelf Takedown may be made by and pursuant to any method or combination of methods legally available to the Stockholders (including an underwritten offering, a direct sale to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, Block Sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions).

  • Upon the occurrence and continuation of a Trigger Event, Salomon shall be entitled to commence an Unwind Period with respect to the entire Outstanding Aggregate Amount and designate the Manner of Sale; provided that Salomon shall not elect an Underwritten Offering unless it reasonably determines that Block Sales or Gradual Market Distribution is not feasible.

  • The “Plan of Distribution” section of such Shelf registration statement shall permit all lawful means of disposition of Registrable Securities that are legally permitted to be registered, including Underwritten Offerings, Block Sales, agented transactions, sales directly into the market, sales by brokers as agents, short sales and sales or settlement of hedging transactions.

  • If any such term is not reasonably acceptable to Citibank, the parties shall negotiate in good faith to modify the proposed term, provided that if the parties cannot agree regarding the Unwind Period length, the number of Trading Days in the Unwind Period or the Manner of Sale, then each disputed item shall be determined by Citibank; provided that Citibank shall not elect an Underwritten Offering unless it reasonably determines that Block Sales or Gradual Market Distribution is not feasible.

  • Block Sales do not include Permitted Transactions as defined below.

  • Such Unwind Period shall commence on a Trading Day and end on and include a Trading Day, each as designated by Citibank and Citibank shall determine the Manner of Sale; provided that Citibank shall not elect an Underwritten Offering unless it reasonably determines that Block Sales or Gradual Market Distribution is not feasible.

  • Notwithstanding anything to the contrary set forth in this Section 11(b), no Holder shall be required to be subject to a lock-up agreement in connection with an Underwritten Offering that is a block sale in which such Holder does not participate (a “Skipped Block Sale”), if during the preceding 12-month period, such Holder has twice been subject to a lock-up agreement in connection with Skipped Block Sales.

  • If any such term is not reasonably acceptable to Salomon, the parties shall negotiate in good faith to modify the proposed term, provided that if the parties cannot agree regarding the Unwind Period length, the number of Trading Days in the Unwind Period or the Manner of Sale, then each disputed item shall be determined by Salomon; provided that Salomon shall not elect an Underwritten Offering unless it reasonably determines that Block Sales or Gradual Market Distribution is not feasible.


More Definitions of Block Sales

Block Sales means individual sale transactions of not less than 200,000 shares of Registrable Securities each at the latest reported market price in market or private transactions approved in writing by UCBH in advance (such approval not to be unreasonably withheld, conditioned or delayed).
Sample 1
Block Sales means individual sale transactions of not less than fifty thousand (50,000) Shares, in market or private transactions, effected with the prior written consent of Parent. Notwithstanding anything to the contrary contained in this Lock-Up Agreement, upon the occurrence of a Registration Default (as such term is defined in that certain Registration Rights Agreement dated as of the date hereof by and among Parent and other recipients of Shares pursuant to the Merger Agreement), the Limited Sales Period shall be decreased by the product of (x) the number of days that lapse (including the date upon which the Registration Default occurs and including the date upon which the Registration Default is cured) until such Registration Default is cured and (y) three (3). An attempted Transfer in violation of this Lock-Up Agreement shall be of no effect and null and void, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Lock-Up Agreement, and shall not be recorded on the stock transfer books of Parent. In order to ensure compliance with the restrictions referred to herein, the Company Stockholder agrees that Parent may issue appropriate “stop transfer” certificates or instructions. Parent may cause the legend set forth below, or a legend substantially equivalent thereto, to be placed upon any certificate(s) or other documents or instruments evidencing ownership of the Shares: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AND MAY ONLY BE TRANSFERRED IN COMPLIANCE WITH A LOCK-UP AGREEMENT, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY. This Lock-Up Agreement shall automatically terminate upon the expiration of the Limited Sales Period. Upon the termination of this Lock-Up Agreement or the release of any Shares from this Lock-Up Agreement, Parent shall cooperate with the Company Stockholder (and any Affiliate subject to the restrictions of this Lock-Up Agreement) to facilitate the timely preparation and delivery of certificates representing Shares without the restrictive legend above or the withdrawal of any stop transfer instructions. The Company Stockholder understands that Parent is relying upon this Lock-Up Agreement in entering into the Merger Agreement and proceeding toward consummation of the Merger. The Company Stockholder further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the Company Stockholder’s heirs, legal re...
Sample 1

Related to Block Sales

  • Stock Sale means a transaction or series of related transactions in which a Person, or a group of related Persons, acquires from stockholders of the Company shares representing more than fifty percent (50%) of the outstanding voting power of the Company.

  • M&A Transaction means any acquisition, directly or indirectly, by a Project Holdco, whether by purchase, merger or otherwise, of all or substantially all of the assets of, all or a portion of the Equity Interests of, or a business line or unit or a division of, any Person.

  • Specified Sales means (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of Permitted Investments described in clause (i) of the definition thereof.

  • SPAC Transaction means a transaction or series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the common stock or share capital of the SPAC or its successor entity is listed on the Nasdaq Stock Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including a majority of the Preferred Directors.

  • Retail transaction means the purchase of prepaid wireless telecommunications service from a seller for any purpose other than resale.

  • Capital Stock Sale Proceeds means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Acquisition Transactions means the transactions contemplated by the Acquisition Agreement.

  • Securitization Transaction means, with respect to any Person, any financing transaction or series of financing transactions (including factoring arrangements) pursuant to which such Person or any Subsidiary of such Person may sell, convey or otherwise transfer, or grant a security interest in, accounts, payments, receivables, rights to future lease payments or residuals or similar rights to payment to a special purpose subsidiary or affiliate of such Person.

  • Underwritten Net Cash Flow means, as of any date of determination, the excess of: (i) for the twelve (12) month period ending on such date, the sum of (A) the lesser of (1) GPR multiplied by 94.0%, and (2) Actual Rent Collections, and (B) Other Receipts; over (ii) for the twelve (12) month period ending on such date, the sum of (A) Operating Expenses, adjusted to reflect exclusion of amounts representing non-recurring expenses, (B) Underwritten Capital Expenditures and (C)

  • Related Transactions means the initial borrowing under the Revolving Loan on the Closing Date, the Refinancing, the payment of all fees, costs and expenses associated with all of the foregoing and the execution and delivery of all of the Related Transactions Documents.

  • Principal Transaction means any transaction between the Sponsor, the Manager or any of their respective Affiliates, on the one hand, and the Company or one of its Subsidiaries, on the other hand.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of the Over-Allotment Option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Target Acquisition means the acquisition of Target Shares by Purchaser pursuant to a Scheme or an Offer.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Exempt Acquisition means a share acquisition in respect of which the Board of Directors has waived the application of Section 3.1 pursuant to the provisions of Subsection 5.1(a) or (h);

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Excluded Transactions means:

  • Asset Acquisition means (a) an Investment by the Company or any Restricted Subsidiary in any other Person pursuant to which such Person shall become a Restricted Subsidiary or shall be consolidated or merged with or into the Company or any Restricted Subsidiary or (b) any acquisition by the Company or any Restricted Subsidiary of the assets of any Person that constitute substantially all of an operating unit, a division or line of business of such Person or that is otherwise outside of the ordinary course of business.

  • Asset Sales means any sale, transfer, lease, license, sale and leaseback or other disposition of property (including pursuant to a casualty event or condemnation proceeding).