Subject Sale definition

Subject Sale is defined in Section 7.5.
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Subject Sale means any sale or disposition for value of Common Stock of the Company beneficially-owned by an Insider Shareholder (other than a sale to the general public for cash that is registered under the Securities Act of 1933, or an unsolicited open market sale for cash effected through a securities broker at such time as there shall exist a bona fide public market for the Common Stock), if, immediately after giving effect to such Subject Sale and to all other sales and dispositions of Common Stock made by said Insider Shareholder (whether or not such sales or 2 dispositions are subject to this Agreement) since and including the first day of the calendar year in which such Subject Sale is to be made, said Insider Shareholder's beneficial ownership of the Company's outstanding Common Stock on a fully-diluted basis would be decreased to an amount which is less than 95% of the amount of such ownership as of the opening of business on the first day of the calendar year in which such Subject Sale is to be made.
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Subject Sale has the meaning set forth in Section 5.2(b).
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Examples of Subject Sale in a sentence

  • Each Insider Shareholder shall give each Investor at least ten (10) days prior written notice of any Subject Sale.

  • Any Exhibit relating to a Subject Sale referred to in Section 3 may be delivered by the Borrower after this Waiver has become effective, but the provisions of Section 3 applicable to such Subject Sale will not become effective until the Agent has received and approved such Exhibit.

  • Investor should provide the Company with the number of Fully-Diluted Shares which the Investor desires to sell as part of the Subject Sale at least two days prior to the Subject Sale.

  • To the extent permitted by the terms of the Subject Sale Agreement with the State, the City agrees to terminate the Subject Sale Agreement with the State upon written direction from the Developer to do so.

  • Each Insider Shareholder participating in such sale must then sell all shares offered by the Investors as part of the Subject Sale as a condition to complete such Subject Sale.

  • Any such assignment shall provide for the Developer to assume all of the City's rights and obligations under the Subject Sale Agreement with the State and shall release the City from any further liability thereunder.

  • In the event this agreement is terminated and the Subject Sale Agreement with the State is terminated the earnest money deposit paid by the Developer to the State xxxxx the Subject Sale Agreement with the State shall be refunded to the Developer.

  • To the extent permitted by the terms of the Subject Sale Agreement with the State the City shall terminate the Subject Sale Agreement with the State upon written direction from the Developer to do so in the event upon review of an ALTA survey for the Subject Property and the title commitment for the Subject Property the Developer determines that there are unpermitted encroachments or title exceptions.

  • Investors shall only be required to represent and warrant, on a several, but not joint basis, the status of title to their respective interest in shares of their Common Stock, due authorization to enter into any such Subject Sale and that no conflicts of interests or other conflicting conditions exist that would prohibit Investors from making such representations.

  • Notwithstanding the terms of Section 11.9, the Required Lenders hereby consent to the Company’s receipt of the Subject Sale Note.


More Definitions of Subject Sale

Subject Sale shall have the meaning set forth in Section 2.07(b).
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Subject Sale with respect to a Subject Block, is any public offering of that block for oil and/or gas leasing purposes during the term of this Agreement (whether or not actually held on the date specified in the DOI notice of sale).
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Subject Sale shall have the meaning as specified in Section 23.3(d)(ii).
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Related to Subject Sale

  • Sale as used in this paragraph shall have the meanings ascribed thereto by governing law and any interpretation thereof contained in rules or regulations promulgated by the Securities and Exchange Commission thereunder.

  • Third Party Purchaser has the meaning set forth in Section 3.1(a).

  • Disposition or “Dispose” means the sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

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

  • Drag-Along Sale has the meaning set forth in Section 3.03(a).