Common use of Material Event Notice Clause in Contracts

Material Event Notice. a certificate signed by the President of the Company stating that the Company has pending or in process, as of the date of such certificate, a material transaction (including, but not limited to, a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company. NASDAQ: the Nasdaq National Market. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Registrable Securities: the shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by the Xxxxx Stockholders, the Management Stockholders, any other Stockholders or the Permitted Transferees (as such term is defined in Section 11.2), except for any shares of Common Stock beneficially owned (x) by a Management Stockholder that were issued to such Management Stockholder pursuant to an effective registration statement under the Securities Act on Form S-8 or (y) by a Stockholder (excluding Xxxxx Stockholders) that may be sold by such Stockholder pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act). As to any particular shares of Common Stock, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) in the case of Stock held by a Management Stockholder, a registration statement on Form S-8 with respect to the sale of such securities shall have become effective under the Securities Act, (iii) they shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act) such that the further disposition of such Shares by the transferee or assignee is not further restricted under the Securities Act, (iv) they shall have been otherwise transferred other than to a Permitted Transferee and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force or (v) they shall have ceased to be outstanding. Any and all shares of Common Stock which may be issued in respect of, in exchange for, or in substitution for any Registrable Securities, whether by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination or otherwise, shall also be “Registrable Securities” hereunder.

Material Event Notice. a certificate signed by the President of the Company stating that the Company has pending or in process, as of the date of such certificate, a material transaction (including, but not limited to, a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company. NASDAQ: the Nasdaq National Market. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Registrable Securities: the shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by the Xxxxx Stockholders, the Management Stockholders, any other Stockholders or the Permitted Transferees (as such term is defined in Section 11.2), except for any shares of Common Stock beneficially owned (x) by a Management Stockholder that were issued to such Management Stockholder pursuant to an effective registration statement under the Securities Act on Form S-8 or (y) by a Stockholder (excluding Xxxxx Stockholders) that may be sold by 18 such Stockholder pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act). As to any particular shares of Common Stock, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) in the case of Stock held by a Management Stockholder, a registration statement on Form S-8 with respect to the sale of such securities shall have become effective under the Securities Act, (iii) they shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act) such that the further disposition of such Shares by the transferee or assignee is not further restricted under the Securities Act, (iv) they shall have been otherwise transferred other than to a Permitted Transferee and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force or (v) they shall have ceased to be outstanding. Any and all shares of Common Stock which may be issued in respect of, in exchange for, or in substitution for any Registrable Securities, whether by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination or otherwise, shall also be “Registrable Securities” hereunder.

Material Event Notice. a certificate signed by the President an authorized officer of the Company stating that the Company has pending or in process, as of the date of such certificate, a material transaction (including, but not limited to, a financing transaction), the disclosure of which would, in the good faith judgment of the Board, materially and adversely affect the Company. Merger Agreement: the Agreement and Plan of Merger, dated as of August 28, 2005, by and among DPC Newco Inc., the Company and Dxxxx Pet Care Company, as the same may be amended modified, supplemented or restated from time to time. NASD: National Association of Securities Dealers, Inc. NASDAQ: the Nasdaq National Market. Person: an individual, corporation, partnership, limited liability company, joint venture, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof. Registrable Securities: the shares of Common Stock beneficially owned (within the meaning of Rule 13d-3 of the Exchange Act) by the Xxxxx Stockholders, the Management Stockholders, any other Stockholders or the Permitted Transferees (as such term is defined in Section 11.2), except for any shares of Common Stock beneficially owned (x) by a Management Stockholder that (x) were issued to such Management Stockholder pursuant to an effective registration statement under the Securities Act on Form S-8 or (y) by a Stockholder (excluding Xxxxx Stockholders) that may be sold by such Management Stockholder pursuant to Rule 144 under the Securities Act (or any similar provision then in force 144(k) under the Securities Act). As to any particular shares of Common Stock, such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) in the case of Stock held by a Management Stockholder, a registration statement on Form S-8 with respect to the sale of such securities shall have become effective under the Securities Act, (iii) they shall have been sold to the public pursuant to Rule 144 under the Securities Act (or any similar provision then in force under the Securities Act) such that the further disposition of such Shares by the transferee or assignee is not further restricted under the Securities Act, (iv) they shall have been otherwise transferred other than to a Permitted Transferee and subsequent disposition of them shall not require registration or qualification of them under the Securities Act or any similar state law then in force or (v) they shall have ceased to be outstanding. Any and all shares of Common Stock which may be issued in respect of, in exchange for, or in substitution for any Registrable Securities, whether by reason of any stock split, stock dividend, reverse stock split, recapitalization, combination combination, merger, consolidation or otherwise, shall also be “Registrable Securities” hereunder.