Sales of Xxxxx Securities Sample Clauses

Sales of Xxxxx Securities. 29 4.8 Sale of the Company........................................31 4.9 Repurchase of Equity Interests.............................32 4.10 Restrictions Following Qualified Public Offering...........32
Sample 1
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Sales of Xxxxx Securities. (1) If the employment of Xxxxx X. Xxxxx ("Xxxxx") by the Company is terminated by reason of the occurrence of any of the events set forth in Paragraph 7(d) of the Xxxxx Employment Agreement, then at any time and from time to time thereafter, Xxxxx shall have the option (the "Xxxxx Put"), subject to Section 4.7(c), to require the Company to purchase all or any portion of his Common Stock and Common Stock Equivalents, including the vested portion of any Options granted to Xxxxx under an Option Plan, and the non-vested portion of such Options which otherwise would vest pursuant to the terms of such Plan within two years of such termination (which unvested portion shall immediately vest and become exercisable) (all of the foregoing being collectively referred to as the "Xxxxx Securities"), at the Xxxxx Put Price (as hereinafter defined) by delivery of written notice to the Company (the "Xxxxx Put Notice"). Upon receipt of such election(s), the Company will be obligated, subject to Section 4.7(c), to purchase the Xxxxx Securities specified (collectively the "Offered Shares") in such Xxxxx Put Notice within ninety (90) days after the receipt by the Company of the Xxxxx Put Notice (or such longer period as may be reasonably necessary to determine the Xxxxx Put Price pursuant to the provisions of Section 4.7(b)) (such date of closing being hereinafter referred to as the "Xxxxx Put Closing Date"). Upon election exercised by Xxxxx to require the Company to purchase the Offered Shares pursuant to the provisions of this Section 4.7, the Company will, subject to Section 4.7(c), notify Xxxxx of the Xxxxx Put Closing Date with respect to such Offered Shares and Xxxxx shall surrender the certificate or certificates duly endorsed in blank or together with an acknowledgment of such redemption representing such Offered Shares to the Company on or before such date. On the Xxxxx Put Closing Date, the Xxxxx Put Price for such Offered Shares shall be paid to Xxxxx by certified or bank cashier's check or, at Xxxxx'x option, by wire transfer in immediately available funds to an account designated by Xxxxx, and each surrendered certificate shall be canceled and retired. If less than all of the Shares represented by such certificates are purchased, a new certificate or certificates shall be issued representing the Shares not purchased by the Company. If the Company does not have available legal surplus to purchase all of the Offered Shares, the Company shall purchase the maximum num...
Sample 1

Related to Sales of Xxxxx Securities

  • Sales of Reserved Securities In connection with any offer and sale of Reserved Securities outside the United States, each preliminary prospectus, the Prospectus and any amendment or supplement thereto, at the time it was filed, complied and will comply in all material respects with any applicable laws or regulations of foreign jurisdictions in which the same is distributed. The Company has not offered, or caused the Representatives or Xxxxxxx Xxxxx to offer, Reserved Securities to any person with the specific intent to unlawfully influence (i) a customer or supplier of the Company or any of its affiliates to alter the customer’s or supplier’s level or type of business with any such entity or (ii) a trade journalist or publication to write or publish favorable information about the Company or any of its affiliates, or their respective businesses or products.

  • Sales of Securities PFPC Trust shall settle sold securities upon receipt of Oral Instructions or Written Instructions that specify:

  • Prior Sales of Securities Except as set forth in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, the Company has not sold or issued any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulations D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, stock option plans or other employee compensation plans or pursuant to outstanding preferred stock, options, rights or warrants or other outstanding convertible securities.

  • Sales of Shares The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.

  • Purchases and Sales of Securities The Company shall not, and shall use its best efforts to cause its affiliates (as defined in Rule 405 under the 0000 Xxx) not to, purchase and then resell or otherwise transfer any Securities.

  • Resales of Securities The Investor represents, warrants and covenants that it will resell Securities purchased or acquired by the Investor from the Company pursuant to this Agreement only pursuant to the Registration Statement in which the resale of such Securities is registered under the Securities Act and the Prospectus contained therein, in a manner described under the caption “Plan of Distribution” in such Registration Statement and Prospectus, and in a manner in compliance with all applicable U.S. federal and applicable state securities laws, rules and regulations.

  • Sales of Fund Shares You may offer and sell shares of each Fund and class of each Fund only at the public offering price which shall be applicable to, and in effect at the time of, each transaction. The procedures relating to all orders and the handling of them shall be subject to the terms of the applicable then current prospectus and statement of additional information (hereafter, the “Prospectus”) and new account application, including amendments, for each such Fund and each class of such Fund, and our written instructions from time to time. This Agreement is not exclusive, and either party may enter into similar agreements with third parties.

  • Forward Purchase Securities The Forward Purchase Shares and the shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been duly authorized and reserved for issuance and when issued and paid for in accordance with the Forward Purchase Contract and the Warrant Agreement, will be validly issued, fully paid and non-assessable. The holders of the Forward Purchase Securities are not and will not be subject to personal liability by reason of being such holders; the Forward Purchase Securities are not and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of the Forward Purchase Securities has been duly and validly taken. The Forward Purchase Securities conform in all material respects to the descriptions thereof contained in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, as the case may be. When paid for and issued, the Forward Purchase Units and the Forward Purchase Warrants will constitute valid and binding obligations of the Company to issue the number and type of securities of the Company called for thereby in accordance with the terms thereof, and such Forward Purchase Units and Forward Purchase Warrants are enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The shares of Common Stock issuable upon exercise of the Forward Purchase Warrants have been reserved for issuance and upon the exercise of the applicable Forward Purchase Warrants and upon payment of the consideration therefor, and when issued in accordance with the terms thereof, such shares of Common Stock will be duly and validly authorized, validly issued, fully paid and non-assessable.

  • Offers, Sales and Resales of Notes 1.1 While (i) the Issuer has and shall have no obligation to sell the Notes to the Dealer or to permit the Dealer to arrange any sale of the Notes for the account of the Issuer, and (ii) the Dealer has and shall have no obligation to purchase the Notes from the Issuer or to arrange any sale of the Notes for the account of the Issuer, the parties hereto agree that in any case where the Dealer purchases Notes from the Issuer, or arranges for the sale of Notes by the Issuer, such Notes will be purchased or sold by the Dealer in reliance on the representations, warranties, covenants and agreements of the Issuer contained herein or made pursuant hereto and on the terms and conditions and in the manner provided herein.

  • Portfolio Securities Portfolio securities of the Issuer may be bought or sold by or through Distributors, and Distributors may participate directly or indirectly in brokerage commissions or "spreads" for transactions in portfolio securities of the Issuer.

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