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 2 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 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.

Subject Sale has the meaning set forth in Section 5.2(b).

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.
Each Asset Sale Accelerated Payment shall be made within five (5) days of the closing of the Subject Sale.
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.
Such Subject Sale was prohibited under Section 6.9 of the Credit Agreement and therefore, such Subject Sale resulted in the occurrence of an Event of Default (the “Existing Default”).
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.
Notwithstanding the terms of Section 11.9, the Required Lenders hereby consent to the Company’s receipt of the Subject Sale Note.
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.
The parties further agree that upon Developer's written direction to assign the Subject Sale Agreement with the State to the Developer that the City shall assign its rights and obligations of the Subject Sale Agreement with the State to the Developer.
No Insider Shareholders will participate as a seller in any Subject Sale, including, but not limited to, a sale to the Company, without causing the purchaser in such Subject Sale to offer the Investor the opportunity to participate in such Subject Sale on the same terms and conditions and on a pro rata basis as Insider Shareholders with respect to shares of Common Stock (and rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) held by such Investor.
No Insider Shareholders will participate as a seller in any Subject Sale, including, but not limited to, a sale to the Company, without causing the purchaser in such Subject Sale to offer each of the Investors the opportunity to participate in such Subject Sale on the same terms and conditions and on a pro rata basis as Insider Shareholders with respect to shares of Common Stock (and rights or other securities exercisable for, or convertible or exchangeable into, Common Stock) held by such Investors.

More Definitions of Subject Sale

Subject Sale shall have the meaning set forth in Section 2.07(b).

Subject Sale with respect to a Subject Block, is(i) the first 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) and (ii) the next subsequent such public offering of that block during the term hereof in the event no lease is issued on that Subject Block pursuant to said first public offering thereof.

Subject Sale shall have the meaning as specified in Section 23.3(d)(ii).