Covered Sales definition

Covered Sales shall have the meaning provided in Section 3.4(a)(i).

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Covered Sales means any transfer of Registrable Securities, other than pursuant to Section 2.1, Section 2.2 or Section 2.3 of this Agreement or to a Permitted Transferee.

Covered Sales means any sale of Share Consideration for value, whether or not pursuant to a registration statement, other than a sale in a firm commitment or “best efforts” underwritten offering.

Examples of Covered Sales in a sentence

• Following the IPO, the Stockholders will use commercially reasonable efforts to coordinate any Covered Sales (any such transfer, a “Coordination Transfer”) of Registrable Securities held by them in accordance with this Section 1.01(c).

• The obligations with respect to Covered Sales set forth in this Section 1.01(c) shall no longer be applicable at such time as either CVC (and its Permitted Transferees) or LGP (and its Permitted Transferees) ceases to own at least ten percent (10%) of the outstanding Shares.

• If Annual Net Sales [**] and include both Covered Sales and Uncovered Sales of Licensed Products, the royalty reduction attributable to Uncovered Sales shall be applied to each Patent Royalty Rate based on the proportion of Uncovered Sales to total Annual Net Sales.

• The obligations with respect to Covered Sales set forth in this subsection 2.4.3 shall no longer be applicable at such time as either the Sponsors (and their Permitted Transferees), collectively, or the LGP Parties (and their Permitted Transferees), collectively, cease to own at least five percent (5%) of the outstanding Common Stock.

• The rights and obligations with respect to Covered Sales set forth in this Section 3.02 shall not apply to any Investor who, together with its Permitted Transferees, affiliates and co-investors, beneficially owns less than the Threshold Percentage (determined as of the time of delivery of the applicable Sale Notice).

• For the purposes of determining the amount of the Covered Sales during any period, a sale shall be deemed to have been made upon the legal importation of the underlying product into the Covered Territory.

• Wellspring shall maintain financial records on its Covered Sales made during the CI Period and Wellspring shall make such documentation available for review by the Town on a confidential basis.

• For purposes of this Section 4.3(6), a "CRTX Covered Sales Representatives" shall mean a Sales Representative employed by CRTX (or by its acquirer or by a subsidiary of its acquirer) who, within [**] before the date of the expiration or termination of this Agreement or the closing date of the Transaction, whichever occurs sooner, either (i) has been trained on the Product or (ii) has detailed the Product.

• Within ninety days of the close of each of the first five calendar years ending after the start of the CI Period, the Company shall pay the CI Payment to the Town annually for Covered Sales that were made during the portion (which may be all) of such calendar year that is included in the CI Period.

• The Company shall maintain financial records on its Covered Sales made during the CI Period and, upon written request, the Company shall make such documentation available for review by the Town on a confidential basis at the end of each fiscal quarter, including the company’s annual financial statements.

More Definitions of Covered Sales

Covered Sales. ’ means a sale of a security, other than an exempt sale or a sale of a security future, occurring on a national securities exchange or by

Covered Sales means, with respect to any Party (or its respective Affiliates holding Cyxtera Merger Consideration), any transfer of shares of Common Stock constituting Cyxtera Merger Consideration by such Party for value, whether or not pursuant to a registration statement under the Securities Act of 1933, as amended, other than a transfer in a firm- commitment or “best efforts” underwritten public offering of shares of Common Stock constituting Cyxtera Merger Consideration.

Covered Sales means any transfer of Registrable Securities, other than pursuant toSection 2.1, Section 2.2 o r Section 2.3 of this Agreement or to a Permitted Transferee.

Covered Sales means a sale of a security, other than an exempt sale or a sale of a security future, occurring on a national securities exchange or by or through any member of a national securities association otherwise than on a national securities exchange. 17 CFR 31(6).