Future Sales. It is understood that during the period of the proposed Offering, the Company will not sell any equity without GCP's prior written consent which shall not be unreasonably withheld or delayed. Prior to the effective date of the Registration Statement, the Company will cause all of its officers and directors and [greater than 5%] shareholders to enter into an undertaking with GCP pursuant to the terms of which such shareholder will agree he will not sell any shares owned directly or indirectly by him to the public for a time period and according to the plan as defined in Exhibit D from the date of the definitive Prospectus used in the Offering without GCP 's prior written consent.
Future Sales. For a period of 12 months following the Effective Date, the Company shall not sell or otherwise dispose of any securities of the Company without your prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may at any time issue shares of Common Stock pursuant to the exercise of the Representative's Warrant, and options, warrants or other convertible securities issued and outstanding prior to the Effective Date and described in the Prospectus, and with respect to any acquisition or joint venture by the Company. In addition, for a period of three years following the First Closing Date, the Company shall not sell or otherwise dispose of any shares of Preferred Stock without your prior written consent. Furthermore, for a period of 18 months from the Effective Date, the Company shall not sell or issue any securities pursuant to Regulation S under the Act without your prior written consent.
Future Sales. Except for the permitted issuances described below, for a period of one (1) year from the Effective Date, the Company shall not sell or otherwise dispose of any Common Stock (or securities convertible into or exercisable for Common Stock) or Preferred Stock of the Company or any subsidiary of the Company without the Representatives' prior written consent. Permitted issuance shall mean shares of Common Stock issuable (i) upon the exercise or conversion of options or warrants specifically contemplated in the Prospectus or provided for in this Agreement, (ii) pursuant to and in order to consummate a merger with or acquisition of an unaffiliated party in a transaction negotiated at arms' length and approved by (A) a majority of the Company's Board of Directors, and (B) all of the non-employee directors; (iii) in a public offering approved by the Representatives, and (iv) pursuant to a private placement, at a price per share, or, with respect to convertible securities and warrants, having an exercise or conversion price, not less than 80% of the average of the closing bid prices of the Common Stock for ten (10) consecutive trading days ending not earlier than three (3) days prior to the date of such sale or on other terms acceptable to the Representatives.
Future Sales. The terms of this Agreement will apply to all future sales by Xxxxxxx to Customer (except as to the purchase price of such items) unless such sale is governed by a separate written agreement.
Future Sales. For a period of two years following the First Closing Date, the Company shall not, without Maidstone's prior written consent, issue any shares of Common Stock, Preferred Stock or securities convertible into Common Stock. Notwithstanding the foregoing, the Company may at any time issue shares of Common Stock pursuant to the exercise of the Warrants, the Warrants underlying the Underwriter's Warrants, and options, warrants or conversion rights issued and outstanding on the Effective Date and described in the Prospectus.
Future Sales. Except for the permitted issuances, for a period of two years from the Effective Date, the Company shall not sell or otherwise dispose of any Common Stock (or securities convertible into or exercisable for Common Stock) or Preferred Stock of the Company or any subsidiary of the Company without the Underwriter's prior written consent. Permitted issuance shall mean shares of Common Stock issuable (i) upon the exercise of options or warrants specifically contemplated in the Registration Statement or provided for in this Agreement, (ii) pursuant to and in order to consummate a merger with or acquisition from an unaffiliated party in a transaction negotiated at arms' length and approved by (A) a majority of the Company's Board of Directors, and (B) all of the non-employee directors; (iii) in a public offering approved by the Underwriter, and (iv) pursuant to a private placement, at a price per share, or, with respect to convertible securities and warrants, having an exercise or conversion price, not less than 90% of the average of the closing bid prices of the Common Stock for ten (10) consecutive trading days ending not earlier than five (5) days prior to the date of such sale or on other terms acceptable to the Underwriter.
Future Sales. Buyer agrees to split with Seller, the net profits of any sale to a third-party (a party not related or affiliated with Buyer) that closes within twenty-four (24) months of the Closing Date hereof. For purposes hereof, if any such sale closes within 24 months of the Closing Date hereof, net profits of sale" shall mean fifty percent (50%) of that amount of the selling price actually received by Buyer in excess of the amount of $1,700,000.00, less the expenses of sale and any additional amounts expected by Buyer from and after the Closing to maintain, repair or improve the Property.
Future Sales. For a period of 12 months following the First Closing Date, the Company shall not sell or otherwise dispose of any securities of the Company without your prior written consent, which consent shall not be unreasonably withheld; provided, however, that the Company may at any time issue shares of Common Stock pursuant to the exercise of the Representative's Warrant, and options, warrants or conversion rights issued and outstanding on the Effective Date and described in the Prospectus. In addition, for a period of two years following the First Closing Date, the Company shall not sell or otherwise dispose of any shares of Preferred Stock without your prior written consent. Additionally, for a period of 24 months following the First Closing Date, the Company shall not issue or sell any securities pursuant to Regulation D or Regulation S under the Act without your prior written consent, which consent shall not be unreasonably withheld.
Future Sales. (a) Each Management Investor understands and agrees that 399 Venture may in the future transfer, subject to the terms and conditions of this Agreement, shares of Common Stock to a third party. In addition, future investors in the Company may receive debt securities or preferred stock senior in liquidation preference and dividend payment rights, with a higher dividend rate or other terms more favorable than those of the Securities.
Future Sales. The Company will not, during the period of the Public Offering and for a period of twelve months from the Effective Date, without the Representative's prior written consent, offer, sell, contract to sell, grant an option relating to, or otherwise dispose of, any securities of the Company, except for the issuance of shares of Common Stock to be issued (a) pursuant to the exercise of options or options currently reserved for future grant and disclosed in the Registration Statement and Prospectus, (b) pursuant to and in order to consummate a merger with or acquisition from an unaffiliated party in a transaction negotiated at arms' length and approved by a majority of the Company's Board of Directors, (c) in a public offering, at a price not less than 90% of the average of the closing bid prices of the Common Stock as reported on The Nasdaq SmallCap Market(R) for the 21 consecutive trading day period immediately preceding the date of sale (the "Exempt Price"), and (d) in a private sale at a price not less than 70% of the Exempt Price.
