Certain Sales. Without limiting Savia's rights under Sections 6.1, 6.2 and 6.3, the parties agree that, with Savia's consent if required, in the event BHC or one of its subsidiaries sells, transfers or otherwise disposes of any capital stock or assets of any of the Fresh Produce Companies or any of the DNAP Assets (other than to BHC or one of its subsidiaries), in each case outside the ordinary course of business consistent with past practice, then BHC shall cause cash proceeds of any such sale, transfer or disposition (up to an aggregate of $48 million) to be paid promptly to Savia as a return of a portion of the Savia Advances, and the Purchase Price shall be reduced by the amount of such proceeds (and only by such amount, notwithstanding any values allocated to any of such capital stock or assets). In the event, and to the extent, that any such proceeds exceed $48 million in the aggregate, then notwithstanding anything to the contrary herein, BHC shall be permitted to transfer such excess proceeds out of the Fresh Produce Companies or otherwise retain such excess proceeds. To the extent any DNAP Assets are sold in accordance with this Section 6.4, then such DNAP Assets shall thereafter be deemed excluded from the term DNAP Assets as used in this Agreement.
Certain Sales. At any time on or after December 5, 2016, to the extent a Stockholder holds any Preferred Securities (the “Remaining Securities”), such Stockholder may provide notice to the Company of its desire to sell all or any portion of the Remaining Securities. Upon receipt of such notice, the Company will use its commercially reasonable efforts to assist such Stockholder in facilitating a sale, transfer or other disposition of the Remaining Securities (which, for avoidance of doubt, shall not include any obligation to pursue or consummate a Change of Control). Alternatively, upon receipt of such notice, the Company may, at its sole option, redeem the Remaining Securities at a price per share equal to (x) the number of shares of Common Stock into which a share of the Remaining Securities would be convertible pursuant to the certificate of designation relating to such series of Shares, multiplied by (y) the fair market value of a share of Common Stock as determined in accordance with the terms of the certificate of designation relating to such series of Shares.
Certain Sales. Duramed shall not sell any Product following the Closing Date under Shire’s NDC Number or any Shire labeling or packaging material for the Product. Shire shall not sell any Product following the Closing except pursuant to the Supply Agreement.
Certain Sales. 19 ARTICLE VII -ADDITIONAL AGREEMENTS............................................19 7.1 Access to Information............................................19 7.2 Regulatory and Other Authorizations; Consents....................21 7.3 Employee and Employee Benefit Plan Matters.......................22 7.4 Stockholder Meeting; Proxy Statement.............................22 7.5 Rights Offering; Registration Statement..........................23 7.6 AMEX Listing.....................................................24 7.7 Public Announcements.............................................24 7.8 Intercompany Accounts............................................24 7.9 Fees and Expenses................................................24 7.10 Transfer Taxes...................................................24 7.11 Subsequent Transactions..........................................25 7.12 Insurance........................................................25 7.13 Transfer Restrictions............................................26 7.14 Registration Rights Agreement....................................26 7.15 Acquisition Proposals............................................26 ARTICLE VIII - CONDITIONS TO OBLIGATIONS OF BHC...............................28 8.1 Conditions to First Closing......................................28 8.2 Conditions to Second Closing.....................................28 ARTICLE IX - CONDITIONS TO OBLIGATIONS OF BUYERS..............................30 9.1 Conditions to First Closing......................................30 9.2 Conditions to Second Closing.....................................30 9.3 Certain Conditions...............................................31 ARTICLE X - TERMINATION, AMENDMENT, AND WAIVER................................31 10.1 Termination prior to the First Closing...........................31 10.2 Termination prior to the Second Closing..........................32 10.3 Effect of Termination............................................32 10.4 Amendment........................................................32 10.5 Waiver...........................................................32 10.6 Second Closing Matters...........................................33
Certain Sales. Each Investor agrees it shall not engage in any short sales of the Common Stock with the intention of reducing the price of the Common Stock on the Principal Market. Notwithstanding the foregoing, the Company acknowledges that there is no presumption, nor will there be deemed to be a presumption, that any sales by an Investor (including short sales) are made with the intent of reducing the price of the Common Stock on the Principal Market, even if the price of the Common Stock on the Principal Market falls during the period in which such sales are occurring.
Certain Sales. (a) The Investors shall not enter into a short position for more than 358,423 shares of Common Stock, which number will be subject to adjustment for stock splits, reverse stock splits, stock dividends, recapitalizations and the like. During the first forty-five (45) calendar days following the Closing, the Investors shall not enter into a short position for any shares of Common Stock. Between the forty-sixth (46th) calendar day after Closing and the earlier of (x) the 100th calendar day after Closing or (y) the Effective Date (as defined below), the Investors shall not enter into a short position on any single trading day in respect of more than fifty percent (50%) of the shares of Common Stock permitted to be sold pursuant to Section 3.13 on such trading day. After the date which is the earlier of (x) or (y) above, the Investors shall not enter into a short position (calculated on a daily basis) in respect of more than 100% of the shares of Common Stock permitted to be sold pursuant to Section 3.13. Notwithstanding the foregoing, at no time will there be any limits upon the number of shares of Common Stock in respect of which the Investors may enter into short positions at a price of $18 or above (as such price may be adjusted for stock splits, reverse stock splits, recapitalizations, etc.) (the "THRESHOLD PRICE"). Short sales entered into at or above the Threshold Price will not count against any restrictions or limits under this Section 3.12.
Certain Sales. 35 Article XIII SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; INDEMNIFICATION.......................................35 SECTION 13.1 Survival of Representations, Warranties and Covenants..35
Certain Sales. Notwithstanding any other provision hereof, the Majority Stockholder shall have the right to sell shares of Acquiror Common Stock to EBonline or any affiliate or stockholder thereof and EBonline and any affiliate or stockholder thereof shall have the right to purchase Acquiror Common Stock in any other manner not prohibited by law.
Certain Sales. (i) In the event Licensor during the Term chooses to exercise some or all of Licensor's rights pursuant to Paragraph 1.a.(iii) hereof, Licensee, if requested to do so by Licensor, will sell to Licensor and its licensee(s) or either thereof any or all of the Products at the best prices and terms given to other customers of the Products ordering substantially the same quantities of similar merchandise from Licensee. PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED WITH THE US SECURITIES AND EXCHANGE COMMISSION.
Certain Sales. In the event of any sale, transfer or other disposition of the Property, or any portion thereof, at any time during the Term, Landlord shall cause the deed to the transferee to state that such sale is expressly subject to this Lease. Landlord shall not enter into any purchase and sale or other agreement for the sale, transfer or other disposition of the Property, or any portion thereof, unless such agreement expressly states that the sale, transfer or other disposition of the Property shall be subject to this Lease and that the deed to the transferee will contain a similar statement. Nothing in this Section 16(e) shall be construed so as to give Landlord or any other person or entity the right, in connection with a sale or otherwise, to terminate, limit or restrict the Rights and Interests.
