Public Sales. If at any time any Stockholder proposes a Public Sale that is not also a Market Sale (a “Subject Public Sale”), the Company or such Stockholder, as the case may be, shall provide written notice (the “Offering Notice”) of the Subject Public Sale to the holders of Preferred Securities at least twenty (20) Business Days prior to the proposed effective date of the Subject Public Sale (the “Offering Date”), setting forth the anticipated terms and conditions of the Subject Public Sale. Upon receipt of an Offering Notice, each holder of Preferred Securities may elect to request that the Company redeem a portion of its Preferred Securities equal to the product of (i) the number of Preferred Securities then held by such Stockholder and (ii) a fraction (A) the numerator of which shall be the number of Common Securities to be sold by the Stockholder proposing such Public Sale (a “Public Sale Selling Stockholder”), and (B) the denominator of which shall be the total number of Common Securities held by the Public Sale Selling Stockholder and holders of Preferred Securities participating in such Sale as of the date of this Agreement (as adjusted for stock splits, combinations and the like and as reduced by any Sales previously made by the Public Sale Selling Stockholder and such holders of Preferred Securities). The redemption rights provided in this Section 3(c) must be exercised by such holder of Preferred Securities within ten (10) Business Days of the delivery of the Offering Notice by delivering a written notice (an “Offering Redemption Notice”) to the Company, with a copy to the Public Sale Selling Stockholder, stating the number and series of Preferred Securities requested to be redeemed pursuant thereto. The Preferred Securities requested to be redeemed shall be in the same proportion of Shares and Warrants as the Common Securities proposed to be sold in the Subject Public Sale. The redemption price per share in the case of (a) the Series A Securities shall be equal to one hundred (100) times the price per share of Common Stock received in the Public Sale by the Public Sale Selling Stockholder, before underwriter discounts or commissions (subject to equitable adjustment for stock splits, combinations and the like that are made with respect to the Series A Preferred Stock, where no corresponding adjustment is made to the Common Stock), (b) the Series C Preferred Stock shall be equal to (X) the Conversion Shares (as defined in the Series C Certificate of Designati...
Public Sales. Each Party shall be subject to the following trading restrictions from time to time concerning its respective holdings of Common Stock:
Public Sales. (a) If any Stockholder at any time intends to effect a Public Sale of Covered Securities (other than a Fast-Track Sale), such Stockholder may deliver to the Other Stockholder an Offer Notice pursuant to Section 3.1 offering to sell such Covered Securities to the Other Stockholder at a price equal to the aggregate Current Market Price thereof on the date on which such Offer Notice is given. A copy of such Offer Notice shall be sent to Holdco at the same time it is given to the Other Stockholder. If any such Offer Notice with respect to any Covered Securities is given, the Stockholder giving the Offer Notice shall have all rights and obligations of a "Selling Stockholder" under Section 3.1 and each of the Other Stockholder and Holdco shall have all of their respective rights and obligations provided for in Section 3.1, in each case with the same effect as if such Covered Securities were "Subject Shares" proposed to be sold by the Selling Stockholder to a Prospective Purchaser for "Per-Share Offer Consideration" consisting of cash in an amount equal to the Current Market Price of the Covered Securities on the date such Offer Notice is given and for a "Purchase Price" equal to the total Current Market Price on such date of all such Subject Shares, and as if the other terms of the Public Sale were the terms of the "Bona Fide Offer" made by such assumed Prospective Purchaser, except that subsections (g), (h) and (i) of Section 3.1 shall not apply and the provisions of subsection (j) of Section 3.1 shall apply only as modified by subsection (b) of this Section 3.2.
Public Sales. Sales of Interests after the IPO pursuant to registered public offerings and Rule 144 under the Securities Act shall be subject to this Section 9.2.
Public Sales. Sales of Interests after the IPO pursuant to registered public offerings and Rule 144 under the Securities Act shall not be subject to this Section 9.3.
Public Sales. Except as otherwise specified herein, the provisions of Section 3.1 shall not apply to any Transfer by the Freedmans that:
Public Sales. Subscriber will not make, without the prior written consent of the Company, any public offering or public sale of the Securities although permitted to do so pursuant to Rule 144(k) promulgated under the Act until the earlier of (i) the date on which the Company effects its initial registered public offering pursuant to the Act, (ii) the date on which the Company becomes registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, or (iii) five (5) years after the closing of the transactions contemplated by this Agreement; provided, however that Subscriber shall have the right to transfer the Securities to (A) any direct or indirect wholly-owned subsidiary of Subscriber as provided in Section 3(e) above or (B) any joint venture or partnership which is an “accredited investor” (as that term is defined in Rule 501(a) promulgated under the Act) and in which Subscriber owns a majority of the equity securities or economic rights and is the controlling member or controlling general partner; provided, further, that the foregoing shall not prohibit Subscriber from transferring the Securities pursuant to any exemption from registration other than the exemption provided by Rule 144(k) or any successor rule.
Public Sales. The Pledgor further agrees that if the Pledgee either sells the Pledged Stock in the usual manner on any recognized market therefor, or sells the Pledged Stock at the price current in such market at the time of the sale, or if the Pledgee has otherwise sold the Pledged Stock in conformity with practices among dealers in securities, whether in one or more public or private sales, the Pledgee shall be conclusively presumed to have sold the Pledged Stock in a commercially reasonable manner, and shall have no liability to the Pledgor on account of such sale or sales.
Public Sales. Merchandise sold on the Premises shall not be sold on a retail basis to the general public. No auctions, warehouse, garage, clearance, or any other type of sale to the general public is allowed on the Premises without the written consent of Lessor and any required governmental permits.
Public Sales. (a) Each Pledgor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Stock pledged by it hereunder, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers. Each Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed commercially unreasonable. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Stock for the period of time necessary to permit the issuer to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the issuer would agree to do so.
