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.
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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(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.
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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

  • direct sale means any sale or transfer of milk by a producer directly to consumers, as well as any sale or transfer of other milk products by a producer. The Commission may, while respecting the definition of ‘delivery’ given in point (f), adjust the definition of ‘direct sale’ in order to ensure, in particular, that no quantity of marketed milk or other milk products is excluded from the quota arrangements;

  • Third Party Sale means any sale for resale in interstate commerce to a Power Purchaser that is not designated as part of Network Load under the Network Integration Transmission Service but not including a sale of energy through the PJM Interchange Energy Market established under the PJM Operating Agreement.

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

  • Disposition Notice is defined in Section 5.2(a).

  • prospective sale means a sale which is intended to be made in the future, upon the occurrence of a stated event, whether or not the occurrence of the event is certain;

  • 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.

  • Company Sale a sale, conveyance or other disposition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets or sale of capital stock, including any issuance or transfer of Capital Stock of the Company to any Person.

  • Drag-Along Transaction has the meaning set forth in Section 4(d)(i) of the Stockholder Agreement.

  • Subsequent Sale means the sale of additional Securitization Property by the Seller to the Issuer after the Initial Transfer Date, subject to the satisfaction of the conditions specified in the Sale Agreement and the Indenture.

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • 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, 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).

  • Third Party Offer has the meaning set out in Section 6.4;

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

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Permitted Asset Sale means any Asset Sale that is permitted under Section 6.8.

  • Casual sale means a sale of an item of tangible personal property that was obtained by the person making the sale, through purchase or otherwise, for the person's own use and was previously subject to any state's taxing jurisdiction on its sale or use, and includes such items acquired for the seller's use that are sold by an auctioneer employed directly by the person for such purpose, provided the location of such sales is not the auctioneer's permanent place of business. As used in this division, "permanent place of business" includes any location where such auctioneer has conducted more than two auctions during the year.

  • Non-Firm Sale means an energy sale for which receipt or delivery may be interrupted for any reason or no reason, without liability on the part of either the buyer or seller.

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

  • Transfer student means a student entering an institution for the first time having successfully completed a minimum of 12 semester hours at another institution which is applicable for credit at the institution the student is entering.

  • Disposition Date shall have the meaning ascribed thereto in Subsection 5.1(d);

  • 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.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Competing Transaction has the meaning set forth in Section 6.1(n).