Leak-Out Period Sample Clauses

Leak-Out Period. (a) Subsequent to the Restricted Period, the Holder, regardless of whether the Holder is then an “affiliate” of the Company, shall only publicly sell shares of the Holder’s Shares pursuant to and in full compliance with the provisions of subparagraphs c(i) of Rule 144 regarding “current public information” and (e)(1)(i) of Rule 144, regarding limiting the sales volume during each three month period thereafter to 1% of the total outstanding shares of the Company, for the next twelve (12) months (the “Leak-Out Period”) following the Lock-Up Period.
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Leak-Out Period. For the six month period following the end of the Lock Up Period (the “Leak Out Period” and together with the Lock Up Period, the “Restricted Periods” and each a “Restricted Period”), the Holder shall not Transfer, on any single trading day, more than 0.5% of the total number of shares of Common Stock outstanding on such trading day, up to a maximum of 5,000 shares. Thereafter the Holder’s common shares shall be freely tradeable to the extent permitted by law.
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Leak-Out Period. From the end of the Lock Up Period through the eighteen (18) month anniversary of the Closing Date (the “Leak Out Period” and together with the Lock Up Period, the “Restricted Periods” and each a “Restricted Period”), the Holder shall be entitled to Transfer no more than (i) an aggregate of 50,000 (on a post-Forward Split basis) of the Holder’s Shares in any consecutive 30 calendar day period during the Restricted Period; and (ii) an aggregate of 10,000 (on a post-Forward Split basis) of the Holder’s Shares on any day during the Restricted Period.
Sample 1
Leak-Out Period. The Parties agree that during the Leak-out Period, no Shareholder shall sell, directly or indirectly, during any trading day in any broker transaction shares in an amount of more than three percent (3%) of the then applicable thirty (30) day trading average volume of the GOLQ Stock. The term “Leak-out Period” means the period commencing on the Lock-up Period End Date and ending twelve (12) months after the Lock-up Period End Date.
Sample 1
Leak-Out Period. During the Leak-out Period, the undersigned may sell no more than (i) 15% of shares owned on the date hereof (the “Shares”) only in the event that HUWX’s shares traded at 200% of the discounted private placement price (defined below) and the undersigned may sell (ii) up to an additional 25% of the Shares once HUWX shares have traded at or above 250% of the discounted private placement price. During the Leak-out Period shares of Common Stock may only be sold at or above the lowest "offer" or "ask" prices stated by the relevant market maker for the Common Stock on the OTC Markets or any nationally recognized exchange on which the Common Stock is publicly traded. The undersigned further agrees that (a) no sales will be made at the "bid" prices for the Common Stock. and that (b) it will not engage in any short selling of the Common Stock during the Lock-Up/Leak-Out Period. For purposes hereof “discounted private placement price” shall mean 90% of the lowest price per share at which HUWX obtains funds following the Effective Time of the APA (adjusted for any stock dividends, stock splits or reverse splits) whether in the form of (i) equity, (ii) conversion of debt, or (iii) if warrants and options are also issued, then the price per share at which shares can be acquired when such warrants or options or similar rights can be exercised. The “discounted private placement price” shall in any event not exceed the price per share, as may be adjusted, at which the undersigned has acquired or has the right to acquire, shares of common stock pursuant to a bridge financing of senior convertible notes which the undersigned acquired at or in connection with the closing of the APA.
Sample 1

Related to Leak-Out Period

  • Black-Out Period (a) Subject to the provisions of this Section 6 and a good faith determination by the Company that it is in the best interests of the Company to suspend the use of a Registration Statement, following the effectiveness of such Registration Statement (and the filings with any international, federal or state securities commissions), the Company, by written notice to Stifel and the Holders, may direct the Holders to suspend sales of the Registrable Shares pursuant to such Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the Closing Date or more than sixty (60) days in any rolling ninety (90)-day period), if any of the following events shall occur: (i) the representative(s) of the underwriter(s) of an Underwritten Offering of primary shares by the Company has advised the Company that the sale of Registrable Shares pursuant to the Registration Statement would have a material adverse effect on the Company’s primary Underwritten Offering; (ii) the Company shall have determined in good faith that (A) the offer or sale of any Registrable Shares would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other significant transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Shares pursuant to the Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law and (C) (1) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (2) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction or (3) renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (iii) the Company shall have determined in good faith, after the advice of counsel, that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the Registration Statement or file a post-effective amendment to the Registration Statement in order to incorporate information into the Registration Statement for the purpose of (A) including in the Registration Statement any prospectus required under Section 10(a)(3) of the Securities Act; (B) reflecting in the Prospectus included in the Registration Statement any facts or events arising after the effective date of the Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent a fundamental change in the information set forth therein; or (C) including in the Prospectus included in the Registration Statement any material information with respect to the plan of distribution not disclosed in the Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its best efforts to cause the Registration Statement to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Registration Statement compatible with the Company’s best interests, as applicable, so as to permit the Holders to resume sales of the Registrable Shares as soon as possible.

  • Black-Out Periods (a) Notwithstanding Section 2, and subject to the provisions of this Section 3, the Company shall be permitted, in limited circumstances, to suspend the use, from time to time, of the Prospectus that is part of a Shelf Registration Statement (and therefore suspend sales of the Registrable Securities under such Shelf Registration Statement), by providing written notice (a “Suspension Notice”) to the Selling Holders’ Counsel, if any, and the Holders, for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of ninety (90) days in any rolling twelve (12)-month period commencing on the date of this Agreement or more than forty-five (45) consecutive days, except as a result of a refusal by the Commission to declare any post-effective amendment to the Shelf Registration Statement effective after the Company has used all reasonable best efforts to cause the post-effective amendment to be declared effective by the Commission, in which case, the Company must terminate the black-out period immediately following the effective date of the post-effective amendment) if either of the following events shall occur: (i) a majority of the Board determines in good faith that (A) the offer or sale of any Registrable Securities would materially impede, delay or interfere with any proposed financing, offer or sale of securities, acquisition, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Shelf Registration Statement would require disclosure of non-public material information not otherwise required to be disclosed under applicable law, and (C) (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) such transaction renders the Company unable to comply with Commission requirements, in each case under circumstances that would make it impractical or inadvisable to cause the Shelf Registration Statement (or such filings) to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis, as applicable; or (ii) a majority of the Board determines in good faith, upon the advice of counsel, that it is in the Company’s best interest or it is required by law, rule or regulation to supplement the Shelf Registration Statement or file a post-effective amendment to the Shelf Registration Statement in order to ensure that the Prospectus included in the Shelf Registration Statement (1) contains the information required under Section 10(a)(3) of the Securities Act; (2) discloses any facts or events arising after the effective date of the Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represents a fundamental change in the information set forth therein; or (3) discloses any material information with respect to the plan of distribution that was not disclosed in the Shelf Registration Statement or any material change to such information. Upon the occurrence of any such suspension, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to become effective or to promptly amend or supplement the Shelf Registration Statement on a post-effective basis or to take such action as is necessary to make resumed use of the Shelf Registration Statement as soon as possible.

  • week period If an employee fails to return at the end of the family care or medical leave, the CSU may require repayment of insurance premiums paid during the unpaid portion of the leave. The CSU shall not require repayment of premiums if the employee's failure to return is due to his/her serious health condition or due to circumstances beyond the employee's control.

  • Xxxxx Period After payment of the first Dues, the Subscriber is entitled to a grace period of 30 days for the pay- ment of any Dues due. During this grace period, the Agreement will remain in force. However, the Sub- xxxxxxx will be liable for payment of Dues accruing during the period the Agreement continues in force.

  • Break Period All employees working in full time (7 or 7.5 hour) positions shall be permitted a fifteen (15) minute rest period both in the first half and the second half of a shift.

  • Funding Period The Funding Period, if any, shall not have terminated.

  • Measurement Period (b) In this Agreement, unless the contrary intention appears, a reference to:

  • Meal Period ‌ A Contractor shall schedule an unpaid period of not more than 1/2 hour duration at the work location between the 3rd and 5th hour of the scheduled shift. A Contractor may, for efficiency of operation, establish a schedule which coordinates the meal periods of two or more crafts or which provides for staggered lunch periods within a craft or trade. If an employee is required to work through the meal period, the employee shall be compensated in a manner established in the applicable Schedule A.

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Cooling Off Period You may terminate this Contract with immediate effect at any time within the period of 14 days after the date this Contract is entered into without incurring any liability to DFMC.

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