SALES OF CCC COMMON STOCK Sample Clauses

SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Except with the consent of CCC, no shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder as the Contingent Merger Consideration prior to 19 months after the Closing Date. Thereafter, up to 50% of the shares of CCC Common Stock received by a Shareholder as part of the Contingent Merger Consideration may be resold at any time beginning 19 months after the Closing Date and the remaining 50% may be resold beginning 23 months after the Closing Date. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same . For purposes hereof, "
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SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Stockholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Stockholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Stockholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Stockholder and the remaining
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SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Stockholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such
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SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Stockholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Stockholder in the Merger as the Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Stockholder as part of the Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Stockholder and the remaining one- third may be resold beginning on March 12, 2000. Notwithstanding anything in the foregoing to the contrary, a Stockholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.11 and (ii) agrees to be bound by the same. For purposes hereof, "
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SALES OF CCC COMMON STOCK. (a) Except with the consent of CCC, no Shareholder will, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock received by such Shareholder in the Merger as the Base Merger Consideration prior to the first anniversary of the Closing. Thereafter, up to one-third of the shares of CCC Common Stock received by a Shareholder as part of the Base Merger Consideration may be resold at any time after the first anniversary of the Closing, an additional one-third may be resold beginning eighteen months after the Closing by each Shareholder and the remaining one-third may be resold beginning on the second anniversary of the Closing. Notwithstanding anything in the foregoing to the contrary, a Shareholder may transfer shares of CCC Common Stock to a Related Party for estate planning purposes, provided that such Related Party transferee (i) acknowledges the contractual restrictions relating to the transfer of such shares set forth in this Section 7.10 and (ii) agrees to be bound by the same. For purposes hereof, "Related Party" means, with respect to any Person that is an individual, any spouse, lineal descendant (including by adoption), executor, administrator, trustee, legatee or beneficiary of such Person or any other Person controlled by such Person. For purposes hereof, "Person" means an individual, corporation, association, partnership, joint venture, trust, estate, limited liability company, limited liability partnership or other entity or organization. Transfers of shares of CCC Common Stock by employees of CCC also are subject to CCC policies against xxxxxxx xxxxxxx and the misuse of material non-public information and compliance with applicable securities laws and rules. Persons who become affiliates of CCC may be subject to additional restrictions on the trading of their CCC Common Shares pursuant to applicable law. (b) Each Shareholder agrees to sell the shares of CCC Common Stock to be received by such Shareholder in the Merger only in accordance with the requirements, if any, of applicable law, including, without limitation, Rule 145(d) promulgated under the 1933 Act or any successor to such rule. CCC acknowledges that the provisions of this Section 7.10(b) will be satisfied as to any sale by a Shareholder of the CCC Common Stock that the Shareholder may acquire pursuant to the Merger by a broker's letter and a letter from the Shareholder with respect to that sale stating that the applicable re...
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SALES OF CCC COMMON STOCK i. The Stockholder will not, directly or indirectly, offer, sell, contract to sell, pledge or otherwise dispose of any shares of CCC Common Stock to be received by him in the Merger prior to the first anniversary of the date of receipt of such shares ( each such date, a Share Receipt Date") by him (i.e., the Closing with ------------------ respect to the 142,857 shares included as a part of the Base Merger Consideration and a later date with respect to the shares included as a part of the Contingent Merger Consideration), and thereafter up to one-third of shares of CCC Common Stock received as part of the Merger Consideration may be resold at any time after the first anniversary of the Share Receipt Date relating to such shares, an additional one-third may be resold by the Stockholder beginning eighteen months after the Share Receipt Date relating to such shares and the
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Related to SALES OF CCC COMMON STOCK

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down).

  • Commencement of Regular Sales of Common Stock Upon the satisfaction of the conditions set forth in Sections 7 and 8 hereof (the “Commencement” and the date of satisfaction of such conditions the “Commencement Date”) and thereafter, the Company shall have the right, but not the obligation, to direct the Investor, by its delivery to the Investor of a Regular Purchase Notice from time to time, to purchase up to Fifty Thousand (50,000) Purchase Shares, subject to adjustment as set forth below in this Section 2(a) (such maximum number of Purchase Shares, as may be adjusted from time to time (the “Regular Purchase Share Limit”), at the Purchase Price on the Purchase Date, provided that the Closing Sale Price of the Common Stock is not below the Floor Price on the Purchase Date (each such purchase, a “Regular Purchase”); provided, however, that (i) the Regular Purchase Share Limit may be increased to up to Seventy-Five Thousand (75,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $6.00 on the Purchase Date, and (ii) the Regular Purchase may be increased to up to One Hundred Thousand (100,000) Purchase Shares, provided that the Closing Sale Price of the Common Stock is not below $7.50 on the Purchase Date (all of which share and dollar amounts shall be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction); provided that if, after giving effect to the full proportionate adjustment to the Regular Purchase Share Limit therefor, the Fully Adjusted Regular Purchase Share Limit then in effect would preclude the Company from delivering to the Investor a Regular Purchase Notice hereunder for a Purchase Amount (calculated by multiplying (X) the number of Purchase Shares equal to the Fully Adjusted Regular Purchase Share Limit, by (Y) the Purchase Price per Purchase Share covered by such Regular Purchase Notice on the applicable Purchase Date therefor) equal to or greater than One Hundred Fifty Thousand Dollars ($150,000), the Regular Purchase Share Limit for such Regular Purchase Notice shall not be fully adjusted to equal the applicable Fully Adjusted Regular Purchase Share Limit, but rather the Regular Purchase Share Limit for such Regular Purchase Notice shall be adjusted to equal the applicable Alternate Adjusted Regular Purchase Share Limit as of the applicable Purchase Date for such Regular Purchase Notice); provided, further, however, that the Investor’s committed obligation under any single Regular Purchase shall not exceed One Million Dollars ($1,000,000). If the Company delivers any Regular Purchase Notice for a Purchase Amount in excess of the limitations contained in the immediately preceding sentence, such Regular Purchase Notice shall be void ab initio to the extent of the amount by which the amount of Purchase Shares set forth in such Regular Purchase Notice exceeds the amount of Purchase Shares which the Company is permitted to include in such Purchase Notice in accordance herewith, and the Investor shall have no obligation to purchase such excess Purchase Shares in respect of such Regular Purchase Notice; provided that the Investor shall remain obligated to purchase the amount of Purchase Shares which the Company is permitted to include in such Regular Purchase Notice. The Company may deliver Regular Purchase Notices to the Investor as often as every Business Day, so long as the Company has not failed to deliver Purchase Shares for all prior Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, including, without limitation, those that have been effected on the same Business Day as the applicable Purchase Date, have theretofore been received by the Investor as DWAC Shares in accordance with this Agreement. Notwithstanding the foregoing, the Company shall not deliver any Regular Purchase Notices during the PEA Period.

  • Issuance of Shares of Common Stock As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates, or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant, or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, in no event will the Company be required to net cash settle the Warrant exercise. No Warrant shall be exercisable for cash and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued to, any registered holder in any state in which such exercise would be unlawful.

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Issuance of Shares of Common Stock on Exercise As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing, the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence of the Registered Holder of the Warrants, except pursuant to Section 7.4. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant to subsection 3.3.1(b)

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

  • Delivery of Shares of Common Stock As soon as reasonably practicable following the date of vesting pursuant to the Vesting Period, or Executive’s earlier termination of employment or other event entitling Executive to vest in the RSUs pursuant to Paragraph 3, subject to Section 9(i), Newmont shall cause to be delivered to Executive a stock certificate or electronically deliver shares through a direct registration system for the number of shares of Common Stock (net of tax withholding as provided in Paragraph 5) deliverable to Executive in accordance with the provisions of this Agreement; provided, however, that Newmont may allow Executive to elect to have shares of Common Stock, which are deliverable in accordance with the provisions of this Agreement upon vesting (or a portion of such shares at least sufficient to satisfy Executive’s tax withholding obligations with respect to such Common Stock), sold on behalf of Executive, with the cash proceeds thereof, net of tax withholding, remitted to Executive, in lieu of Executive receiving a stock certificate or electronic delivery of shares in a direct registration system.

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