Orderly Manner definition
Orderly Manner means sales of Investor Shares pursuant to any of the following methods: (i) the sale of Investor Shares in an underwritten public offering; (ii) the sale of Investor Shares in compliance with Rule 144 promulgated under the Securities Act; (iii) a block sale of Investor Shares, at a price per share no less than 90% of the volume weighted average price of the shares of Common Stock on the NASDAQ Stock Market on the immediately preceding Trading Day, to a transferee that would not violate Section 10(c) below, to be executed through a broker dealer that, immediately prior to such sale, represents one of the five largest market makers for the shares of Common Stock; provided, that no Investor shall be permitted to undertake more than one block sale of Investor Shares in any three-month period; provided, further, that the Investor shall deliver a certification to the Company stating that to the knowledge of such Investor, after due inquiry, such transfer will not violate Section 10(c) below; or (iv) any other method of sale mutually agreed in writing by the Company (with the approval of the chief executive officer or the Board) and such Investor, acting reasonably and in good faith. The term “Trading Day” means any day on which shares of the Common Stock are traded, or able to be traded, on the NASDAQ Stock Market.