Method of Disposition Sample Clauses

Method of Disposition. The sale of Initial Registrable Securities pursuant to the Initial Registration Statement shall be made solely by means of a single firm-commitment underwritten public offering.
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
Method of Disposition. The Final Registration Statement shall be used solely to effect (i) a distribution by the Stockholder of all Final Registrable Securities to the Adelphia Claimants pursuant to a chapter 11 plan of reorganization confirmed by the Bankruptcy Court and (ii) to the extent required by the Commission so that the Final Registrable Securities, when issued to the Adelphia Claimants in such transactions, will be freely tradable by such Adelphia Claimants and not subject to any resale restrictions (except to the extent that any such Adelphia Claimant is an Affiliate of the Issuer or an underwriter (as defined in section 1145(b) of the Bankruptcy Code)), the resale of the Registrable Securities (such distribution described in clauses (i) and (ii), the “Final Distribution”).
Sample 1Sample 2Sample 3See All (6)
Method of Disposition. Subject to Section 2.7, each Holder of Registrable Securities may, pursuant to the registration statement covering such Registrable Securities, from time to time, sell, transfer or otherwise dispose of any or all of such Holder’s shares of Registrable Securities on any stock exchange, market or trading facility on which the Registrable Securities are traded or in private transactions. Each Holder of Registrable Securities may use any method, or combination of methods, of disposing of such Registrable Securities or interests therein by any method, or combination of methods, permitted pursuant to applicable law, including, without limitation, short sales entered into after the effective date of the registration statement covering such Registrable Securities and through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise. For the avoidance of doubt, to the extent permitted by applicable law, each Holder may, in connection with the sale of Registrable Securities or interests in Registrable Securities, enter into hedging transactions with broker-dealers or other financial institutions, which may in turn, to the extent so permitted, engage in short sales of the Common Stock in the course of hedging the positions they assume, and each Holder may also sell shares of Common Stock short and deliver these securities to close out such Holder’s short positions, or loan or pledge the Common Stock to broker-dealers that in turn may sell these securities. Each Holder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of Registrable Securities offered by the applicable registration statement, which Registrable Securities, to the extent they may be included on such registration statement and the required information has been timely provided to the Company in accordance herewith and is appropriately reflected therein, such broker-dealer or other financial institution may resell pursuant to the applicable registration statement. Each Holder may, to the extent permitted by applicable law, enter into derivative transactions with third parties, or sell securities not covered by an applicable registration statement to third parties in privately negotiated transactions. To the extent they may be included on such registration statement an...
Sample 1Sample 2See All (4)
Method of Disposition. In any distribution of Shares pursuant to Rule 415, at least five business days prior to any disposition of the Shares, the applicable Selling Stockholder shall advise the Company of the dates on which such disposition is expected to commence and terminate, the number of such Selling Stockholder's Shares expected to be sold, the method of disposition and such other
Sample 1
Method of Disposition. Upon the effectiveness of the Form S-3, the Purchaser agrees to sell no more than 611,788 shares of Common Stock held by Purchaser and registered under the Form S-3 in any given consecutive, three-month period commencing on the date the Form S-3 is declared effective by the Securities and Exchange Commission during the Effective Period (as defined below).
Sample 1
Method of Disposition. Whenever UWIC would have the right under this Agreement and prior approval from OCI to sell the Stock, the parties agree that if, in the opinion of UWIC or its legal counsel, sales of the Stock by UWIC or Cobalt without registration of the Stock under the Act might, unless accomplished by one or more of the methods described in this Section 5.3, constitute either UWIC or Cobalt an "underwriter", as that term is defined in Section 2(11) of the Act, it shall be commercially reasonable for UWIC, without registration, notwithstanding that the terms of any such sale might be less favorable than sale through registration, to take any of the following actions:
Sample 1
Method of Disposition. Whenever BCBSUW would have the right under this Agreement and prior approval from OCI to sell the Stock, the parties agree that if, in the opinion of BCBSUW or its legal counsel, sales of the Stock by BCBSUW or Cobalt without registration of the Stock under the Act might, unless accomplished by one or more of the methods described in this Section 5.3, constitute either BCBSUW or Cobalt an "underwriter", as that term is defined in Section 2(11) of the Act, it shall be commercially reasonable for BCBSUW, without registration, notwithstanding that the terms of any such sale might be less favorable than sale through registration, to take any of the following actions:
Sample 1
AutoNDA by SimpleDocs
Method of Disposition. The Borrower agrees not to challenge the disposition of the Collateral on the grounds of commercial reasonableness pursuant to section 9-610 of the UCC.
Sample 1

Related to Method of Disposition

  • Notification of Disposition If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any shares of Stock acquired under this Agreement if such disposition or transfer is made (a) within two years from the Grant Date with respect to such shares of Stock or (b) within one year after the transfer of such shares of Stock to him. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

  • Notice of Disposition To the extent that this Option is designated as an Incentive Option, if Shares of Common Stock acquired upon exercise of the Option are disposed of within two years following the date of grant or one year following the transfer of such Shares to the Participant upon exercise, the Participant shall, promptly following such disposition, notify the Corporation in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Administrator may reasonably require.

  • Suspension of Dispositions Each Holder agrees by acquisition of any Registrable Shares that, upon receipt of any notice (a “Suspension Notice”) from the Company of the happening of any event of the kind described in Section 2.5(f)(iii) such Holder will forthwith discontinue disposition of Registrable Shares until such Holder’s receipt of the copies of the supplemented or amended prospectus, or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, such Holder will deliver to the Company all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Shares current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of registration statements set forth in Sections 2.5(b) and 2.5(c) hereof shall be extended by the number of days during the period from and including the date of the giving of the Suspension Notice to and including the date when each seller of Registrable Shares covered by such registration statement shall have received the copies of the supplemented or amended prospectus or the Advice. The Company shall use its commercially reasonable best efforts and take such actions as are reasonably necessary to render the Advice as promptly as practicable.

  • Other Dispositions Notwithstanding the foregoing provisions of this Article X, so long as an Event of Default shall have occurred and be continuing, any amount that would otherwise be payable to or for the account of, or that would otherwise be retained by, Lessee pursuant to this Article X shall be paid to the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and, at such time thereafter as no Event of Default shall be continuing, such amount shall be paid promptly to the related Lessee to the extent not previously applied by Lessor or the Agent in accordance with the terms of this Lease or the other Operative Documents.

  • Notice of Intended Disposition In the event any Owner of Purchased Shares in which Optionee has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in Articles B and C.

  • Early Disposition The Employee agrees to notify the Company in writing immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of (a) the date two years after the date of this Agreement or (b) the date one year after the date the Employee acquired such Option Shares. The Employee also agrees to provide the Company with any information concerning any such transfer required by the Company for tax purposes.

  • Notice of Disqualifying Disposition If the Option is an Incentive Stock Option, I agree that I will promptly notify the Chief Financial Officer of the Company if I transfer any of the Shares within one (1) year from the date I exercise all or part of the Option or within two (2) years of the Date of Grant.

  • Notice of Disposition of Collateral Debtor hereby agrees that notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made shall be deemed reasonable if sent to Debtor, addressed as set forth in Article X, at least ten (10) days prior to (a) the date of any such public sale or (b) the time after which any such private sale or other disposition may be made.

  • Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

  • Proceeds of Dispositions; Expenses The Debtor shall pay to the Secured Party on demand any and all expenses, including reasonable attorneys' fees and disbursements, incurred or paid by the Secured Party in protecting, preserving or enforcing the Secured Party's rights and remedies under or in respect of any of the Obligations or any of the Collateral. After deducting all of said expenses, the residue of any proceeds of collection or sale or other disposition of the Collateral shall, to the extent actually received in cash, be applied to the payment of the Obligations in such order or preference as the Secured Party may determine, proper allowance and provision being made for any Obligations not then due. Upon the final payment and satisfaction in full of all of the Obligations and after making any payments required by Sections 9-608(a)(1)(C) or 9-615(a)(3) of the Uniform Commercial Code of the State, any excess shall be returned to the Debtor. In the absence of final payment and satisfaction in full of all of the Obligations, the Debtor shall remain liable for any deficiency.

Time is Money Join Law Insider Premium to draft better contracts faster.