Certain Sales Sample Clauses
Certain Sales. Without limiting Savia's rights under Sections 6.1, 6.2 and 6.3, the parties agree that, with Savia's consent if required, in the event BHC or one of its subsidiaries sells, transfers or otherwise disposes of any capital stock or assets of any of the Fresh Produce Companies or any of the DNAP Assets (other than to BHC or one of its subsidiaries), in each case outside the ordinary course of business consistent with past practice, then BHC shall cause cash proceeds of any such sale, transfer or disposition (up to an aggregate of $48 million) to be paid promptly to Savia as a return of a portion of the Savia Advances, and the Purchase Price shall be reduced by the amount of such proceeds (and only by such amount, notwithstanding any values allocated to any of such capital stock or assets). In the event, and to the extent, that any such proceeds exceed $48 million in the aggregate, then notwithstanding anything to the contrary herein, BHC shall be permitted to transfer such excess proceeds out of the Fresh Produce Companies or otherwise retain such excess proceeds. To the extent any DNAP Assets are sold in accordance with this Section 6.4, then such DNAP Assets shall thereafter be deemed excluded from the term DNAP Assets as used in this Agreement.
Certain Sales. At any time on or after December 5, 2016, to the extent a Stockholder holds any Preferred Securities (the “Remaining Securities”), such Stockholder may provide notice to the Company of its desire to sell all or any portion of the Remaining Securities. Upon receipt of such notice, the Company will use its commercially reasonable efforts to assist such Stockholder in facilitating a sale, transfer or other disposition of the Remaining Securities (which, for avoidance of doubt, shall not include any obligation to pursue or consummate a Change of Control). Alternatively, upon receipt of such notice, the Company may, at its sole option, redeem the Remaining Securities at a price per share equal to (x) the number of shares of Common Stock into which a share of the Remaining Securities would be convertible pursuant to the certificate of designation relating to such series of Shares, multiplied by (y) the fair market value of a share of Common Stock as determined in accordance with the terms of the certificate of designation relating to such series of Shares.
Certain Sales. 19 ARTICLE VII -ADDITIONAL AGREEMENTS............................................19 7.1 Access to Information............................................19 7.2 Regulatory and Other Authorizations; Consents....................21 7.3 Employee and Employee Benefit Plan Matters.......................22 7.4 Stockholder Meeting; Proxy Statement.............................22 7.5 Rights Offering; Registration Statement..........................23 7.6 AMEX Listing.....................................................24 7.7 Public Announcements.............................................24 7.8 Intercompany Accounts............................................24 7.9 Fees and Expenses................................................24 7.10 Transfer Taxes...................................................24 7.11 Subsequent Transactions..........................................25 7.12 Insurance........................................................25 7.13 Transfer Restrictions............................................26 7.14 Registration Rights Agreement....................................26 7.15 Acquisition Proposals............................................26 ARTICLE VIII - CONDITIONS TO OBLIGATIONS OF BHC...............................28 8.1 Conditions to First Closing......................................28 8.2 Conditions to Second Closing.....................................28 ARTICLE IX - CONDITIONS TO OBLIGATIONS OF BUYERS..............................30 9.1 Conditions to First Closing......................................30 9.2 Conditions to Second Closing.....................................30 9.3 Certain Conditions...............................................31 ARTICLE X - TERMINATION, AMENDMENT, AND WAIVER................................31 10.1 Termination prior to the First Closing...........................31 10.2 Termination prior to the Second Closing..........................32 10.3 Effect of Termination............................................32 10.4 Amendment........................................................32 10.5 Waiver...........................................................32 10.6 Second Closing Matters...........................................33
Certain Sales. Duramed shall not sell any Product following the Closing Date under Shire’s NDC Number or any Shire labeling or packaging material for the Product. Shire shall not sell any Product following the Closing except pursuant to the Supply Agreement.
Certain Sales. In the case of sales of Product to hospital customers in Singapore or Hong Kong, LeMaitre or LeMaitre’s designated affiliate(s) shall continue to supply the Products to Admedus or its appropriate affiliate, based on those hospital customers’ orders, until such time as LeMaitre shall have become eligible to sell directly to the end customers implicated and shall have provided written notice to Admedus thereof. Admedus shall keep segregated stock of Product owned by LeMaitre for the purposes of fulfillment of such orders and shall notify LeMaitre if such stock shall be close to depletion. LeMaitre shall pay Admedus a fee of [***].
Certain Sales. 35 Article XIII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION.......................................35 SECTION 13.1 Survival of Representations, Warranties and Covenants..35
Certain Sales. (A) From the date hereof to the Closing ------------- Date, NatWest Plc, in its sole discretion, may cause NBNA to sell any of the Interest Sensitive Securities; provided that with respect to -------- the sale of municipal securities, FFG shall have the option to participate in the bid process relating to such sale by notice to NBNA no later than 14 days after the date hereof; and
(1) From the date hereof to the Closing Date, NatWest Plc, in its sole discretion, may cause NBNA to sell any of the pools of Residential Mortgage Loans; provided that a definitive purchase and -------- sale agreement relating to the sale of any of the Residential Mortgage Loans must be executed prior to the Closing Date and such sale must be consummated within 50 days of the Closing Date; and provided further -------- ------- that such Residential Mortgage Loans shall be sold (x) with servicing retained by NBNA except for non-performing Residential Mortgage Loans which may be sold servicing released, (y) except as provided in clause (z) below, without recourse to NBNA or any of its Subsidiaries or Affiliates and (z) pursuant to a purchase and sale agreement reasonably acceptable to FFG, which purchase and sale agreement shall include only those representations and warranties relating to the Residential Mortgage Loans that are standard in such purchase and sale agreements and which shall contain repurchase obligations that arise only in the event of a material breach of representation or warranty and failure to cure after a reasonable cure period.
(2) As soon as practicable after the date hereof NBNA shall also prepare to sell the Residential Mortgage Loans (with servicing retained by NBNA except for non-performing Residential Mortgage Loans which shall be sold servicing released) at auction and (x) except as provided in clause (y) below, without recourse to NBNA or any of its Subsidiaries or Affiliates and (y) pursuant to a purchase and sale agreement reasonably acceptable to FFG, which purchase and sale agreement shall include only those representations and warranties relating to the Residential Mortgage Loans that are standard in such purchase and sale agreements and which shall contain repurchase obligations that arise only in the event of a material breach of representation or warranty and failure to cure after a reasonable cure period. NatWest Plc shall cause NBNA to provide the potential bidders in the auction complete information about the Residential Mortgage Loan portfo...
Certain Sales. Each Investor agrees it shall not engage in any short sales of the Common Stock with the intention of reducing the price of the Common Stock on the Principal Market. Notwithstanding the foregoing, the Company acknowledges that there is no presumption, nor will there be deemed to be a presumption, that any sales by an Investor (including short sales) are made with the intent of reducing the price of the Common Stock on the Principal Market, even if the price of the Common Stock on the Principal Market falls during the period in which such sales are occurring.
Certain Sales. The Pledgor recognizes (i) that the Pledgee may ------------- not be able to effect a public sale of any or all Pledged Stock (by reason of prohibitions contained in the Securities Act of 1933 and applicable state securities laws or otherwise), but may have to resort to private sales to a restricted group of purchasers that can only lawfully acquire such securities for their own account for investment and not with a view to distribution or resale, (ii) that such sale may not reflect the best price obtainable in a public market for securities, (iii) that such private sales shall not be deemed to have been made in a commercially unreasonable manner, and (iv) that the Pledgee has no obligation to delay sale of any Pledged Stock to permit the issuer thereof to register it for public sale under the Securities Act.
Certain Sales. In the case of sales of Products to hospital customers in Singapore or Hong Kong, LeMaitre or LeMaitre’s designated affiliate(s) is eligible to sell directly to the end customers in Singapore and Hong Kong as of the date of this Amendment and Admedus is not responsible for any sales to any implicated end customers in Singapore or Hong Kong. In the case of sales of Products to customers in Australia, such Products are sold under the Special Access Scheme (“SAS”) of the Therapeutics Goods Administration (“TGA”). LeMaitre shall comply with all applicable law, rules and regulation regarding the SAS. LeMaitre shall keep accurate records of all sales to customers in Australia, shall promptly provide Admedus with such data as required under Section 6(a)(iv), and shall promptly respond to any direct or indirect requests from the TGA or other relevant SAS authority regarding compliance. LeMaitre shall also comply with all other requests of Admedus regarding such sales under the SAS that are reasonable and timely. LeMaitre shall only sell Products under the SAS according to applicable law and regulation, as may be amended by the TGA from time to time. LeMaitre represents and warrants to Admedus that, to LeMaitre’s knowledge based on reasonable inquiry, all Products provided to customers in Australia under SAS are only sold to Australian surgeons and Australian hospitals qualified to receive Products under the SAS.”