Exempted Sale definition

Exempted Sale means a Market Sale by any Class B Stockholder in which the anticipated proceeds, when combined with the proceeds from all other Market Sales by other members of the Sibling Group to which such Class B Stockholder belongs during the preceding 12 months, does not exceed $2,500,000.
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Exempted Sale means a Market Sale by any Class B Stockholder in which the anticipated proceeds, when combined with the proceeds from all other Market Sales by other members of the Sibling Group to which such Class B Stockholder belongs during the preceding 12 months, does not exceed
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Examples of Exempted Sale in a sentence

  • If such Market Sale Shares are not sold prior to the Market Sale Expiration Date, all rights to sell such Market Sale Shares pursuant to such Market Sale, without making another offer to the Market Sale Offerees pursuant to this Section 5.3, will terminate and the provisions of this Section 5.3 will continue to apply to any proposed Market Sale (other than an Exempted Sale) in the future.

  • Furthermore, upon the receipt of a notice by mail, fax or email from the Company informing personnel of an Exempted Exhibit 10.41 Sale, all personnel may trade any securities of the Company, if such personnel shall have first received the consent of the Company’s Chief Financial Officer or Chief Legal Officer to conduct such sale, until such time as the Exempted Sale is consummated, but in no case for more than three business days from the date of such notice.

  • Furthermore, upon the receipt of a notice by mail, fax or email from the Company informing personnel of an Exempted Sale, all personnel may trade any securities of the Company, if such personnel shall have first received the consent of the Company’s Chief Financial Officer or Chief Legal Officer to conduct such sale, until such time as the Exempted Sale is consummated, but in no case for more than three business days from the date of such notice.

  • Notwithstanding the foregoing, Restricted Personnel may sell any securities of the Company during a Restricted Period if such securities are sold pursuant to an effective registration statement on Form S-3 or Form S-4 or any successor form thereto on file with the U.S. Securities and Exchange Commission (an "Exempted Sale") and such personnel have received the consent of the Company’s Chief Financial Officer or Chief Legal Officer prior to conducting such sale.

  • Furthermore, upon the receipt of a notice by mail, fax or email from the Company informing personnel of an Exempted Sale, all personnel may trade any securities of the Company, if such personnel shall have first received the consent of the Company's Chief Financial Officer or Chief Legal Officer to conduct such sale, until such time as the Exempted Sale is consummated, but in nocase for more than three business days from the date of such notice.

  • Notwithstanding the foregoing, Restricted Personnel may sell any securities of the Company during a Restricted Period if such securities are sold pursuant to an effective registration statement on Form S-3 or Form S-4 or any successor form thereto Exhibit 10.41 on file with the U.S. Securities and Exchange Commission (an "Exempted Sale") and such personnel have received the consent of the Company’s Chief Financial Officer or Chief Legal Officer prior to conducting such sale.

  • Manogue to conduct such sale, until such time as the Exempted Sale is consummated, but in no case for more than three business days from the date of such notice.

  • Furthermore, upon the receipt of a notice by mail, fax or email from the Company informing personnel of an Exempted Sale, all personnel may trade any securities of the Company, if such personnel shall have first received the consent of Jeffrey R.

  • Notwithstanding the foregoing, the Company shall be entitled to grant gratuitous Permitted Easements in connection with the construction and operation of Released Property Facilities and Exempted Sale Leaseback Transactions and shall be entitled to make capital contributions to Subsidiaries to the extent permitted pursuant to Section 6.13.

  • Notwithstanding the foregoing, Restricted Personnel may sell any securities of the Company during a Restricted Period if such securities are sold pursuant to an effective registration statement on Form S-3 or Form S-4 or any successor form thereto on file with the U.S. Securities and Exchange Commission (an "Exempted Sale") and such personnel have received the consent of the Company's Chief Financial Officer or Chief Legal Officer prior to conducting such sale.

Related to Exempted Sale

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Exempted Transaction means a securities transaction listed in Section D.2. The purchase or sale of a security through an Exempted Transaction generally IS exempted from the prohibition on purchases in Section D.1., and the sale pre-approval requirements in Section D.3., UNLESS otherwise noted in Section VI. An Exempted Transaction generally IS NOT exempted from the general conduct guidelines in Section C, or the reporting requirements in Section E.1.

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

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Exempt Transfer means, in relation to shares held by a member:

  • Approved Sale has the meaning set forth in 2.1(d).

  • MFN Transaction means a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering.

  • Exempted Securities means:

  • Qualified Sale means a sale made by a qualified person through a charitable auction.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Exempted Fundamental Change means any Fundamental Change with respect to which, in accordance with Section 4.02(I), the Company does not offer to repurchase any Notes.

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Exempted Debt means the sum of the following items outstanding as of the date Exempted Debt is being determined (1) Indebtedness of the Company and its Restricted Subsidiaries secured by a Mortgage and not permitted to exist under the Indenture and (2) Attributable Debt of the Company and its Restricted Subsidiaries in respect of all Sale and Leaseback Transactions not permitted under the Indenture.

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Pawn transaction means the same as that term is defined in Section 13-32a-102.

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • 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);

  • Acquisition Transaction means any transaction or series of transactions involving:

  • Excluded Issuance means an issuance and sale of Qualified Capital Stock of Holdings, to the extent such Qualified Capital Stock is used, or the Net Cash Proceeds thereof shall be, within 45 days of the consummation of such issuance and sale, used, without duplication, to finance Capital Expenditures or one or more Permitted Acquisitions.

  • Excluded Transactions means:

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.

  • Business Combination Transaction means:

  • Limited Condition Transaction means any Acquisition Transaction or any other acquisition or Investment permitted by this Agreement, in each case whose consummation is not conditioned on the availability of, or on obtaining, third party financing.