Sale of Division Sample Clauses

Sale of Division. Subject to the terms hereof, if the Company sells substantially all of the assets of a Division or the capital stock of a Subsidiary to a non-Affiliate of the Company, and the following conditions are satisfied (i) such sale does not constitute (or is included as a part of) a Major Transaction as of the date of the closing of such sale and (ii) the Company distributes to its stockholders all or a portion of the consideration received by the Company in such sale (the amount distributed being the “Distribution Amount”), then the Company shall pay Executive the amount equal to Executive’s Percentage multiplied by the Distribution Award Amount (as defined below); provided that Executive is employed by the Company at the time of such sale, or that Executive was employed by the Company within the previous 180 days of such sale and Executive was terminated as a result of a Qualifying Separation. The term “Distribution Award Amount” shall mean the product of the Distribution Amount multiplied by 1.5%.
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Sale of Division. If the Company sells substantially all of its business assets to an entity (the "Purchaser") which is not controlled by Dumaines Trust or Amoskeag, you will be entitled to receive the Change in Control Severance Benefits on the effective date of such sale. In determining such benefits, the hospitalization or medical reimbursement plan in effect immediately preceding such effective date shall be continued in effect without change (except any change that may be mandated by law) for the period for which you are entitled to coverage. Notwithstanding the foregoing, the Change in Control Severance Benefits shall not be payable if you enter the employment of the Purchaser, or if you fail to enter such employment but the Purchaser offers you the following: (i) employment in a senior executive position having authority and responsibility comparable to your authority and responsibility with the Company immediately preceding the sale, and (ii) compensation and benefits at least as great as provided to you by the Company immediately preceding the sale, including without limitation severance benefits in the event of your termination of employment with the Purchaser at least as great as herein provided (but not conditioned on a change in control of the Purchaser). Notwithstanding the preceding sentence, the vesting set forth in Subsection 5(d) shall be required on the effective date of the sale, regardless of any subsequent events. For the purpose of determining whether the Purchaser is controlled by Dumaines Trust or Amoskeag, control shall mean the ownership of voting rights sufficient to elect at least a majority of the members of the Board of Directors of the Purchaser.
Sample 1Sample 2
Sale of Division. You will be entitled to receive the incentives described in paragraphs 2 and 3 below upon the closing of the sale (the "Sale") on or before December 31, 1998 of the Company's Communication Products Division (the "Division") (or a subsidiary of the Company to which the assets of the Division are contributed). The Sale for purposes of this agreement will not be deemed to have occurred in the event of a change in control of a majority of the Company's voting stock, whether effected by merger, sale of assets, sale or exchange by the stockholders of shares of the Company's stock, or otherwise.
Sample 1
Sale of Division. In the event the Company sells all or substantially all of the assets of the Division (a "Sale"), while the Employee is employed by the Division, the Company shall terminate this Agreement, and the Employee's interest hereunder, in which event the Employee will be entitled to receive, in cash, the amount equal to the greater of (i) the Deferred Benefit Amount as of the end of the month preceding the Sale or (ii) an amount equal to five percent (5%) of the amount, if any, by which the "Sale Value" of the Division exceeds the Starting Date Value of the Division irrespective of any vesting requirements. For purposes of this paragraph 4, "Sale Value" shall mean the amount of the cash and non-cash proceeds received upon the sale of the Division. In computing Sale Value, proceeds shall be reduced by all expenses incurred in effecting such Sale, including but not limited to the fees and expenses incurred in employing brokers, investment bankers, appraisers, attorneys and accountants and if sales proceeds consist of non-cash consideration (for example, notes or stock), the value of such non-cash consideration shall be agreed to by the Company and the Employee; if the Company and the Employee do not agree as to such value, the value of the non-cash consideration shall be determined by a third party arbitrator acceptable to both the Company and the Employee. (Regardless of the value of such non-cash consideration, the Company may elect to pay the Employee the cash equivalent of such non-cash consideration or pay to the Employee, in kind, the non-cash consideration, when, as and if paid to the Company.) The Sale of the Division does not constitute a liquidation or cessation of the Division's business pursuant to Section 1.6 hereof.
Sample 1
Sale of Division. If during the term of this Agreement and while Executive is the general manager of the Operating Room Division substantially all of the assets of the Operating Room Division (but only the Operating Room Division Assets) are sold to an unaffiliated third party, Mediware shall pay to Executive one percent (1%) of the amount Mediware realizes in excess of $5 million dollars from the sale during Executive's employment; provided that the amount payable to the Executive under this section shall not exceed $100,000. If Executive is terminated by Mediware or the acquiring third party (assuming the third party acquired Executive's contract and associated obligations) as a result of the sale of substantially all of the assets of the Operating Room Division, the Executive shall be entitled to receive twelve months compensation as set forth in Section 5(e) plus the full amount of his bonus potential as set forth in Section 3(b) for that fiscal year, payable by the Company or by the acquiring third party in twelve equal monthly installments.. Until the earlier of the end of the twelve-month period immediately following the termination of employment, or the commencement of the provision of health benefits to the Executive by a successor employer, the Company will pay for Executive's full COBRA premiums, if he so elects COBRA. If the Company or the third party acquiring all of the assets of the Operating Room Division (i) requests that the Executive continue to provide services to third party or the Company after the closing of the acquisition or sale of the Operating Room Division assets and (ii) agrees to pay the Executive compensation for the Executive's services at a rate at least equal to the Executive's compensation in effect as of the date immediately preceding the date on which the acquisition or sale of the Operating Room Division assets consummated, the Executive must provide such services for at least 90 days, unless the third party or the Company terminates Executive's services without Cause prior to the end of such 90-day period. If the Executive fails to fulfill the requirement of the preceding sentence for any reason, then the Executive will not be eligible for payments under this Paragraph 5(g). On the other hand, if the Executive does fulfill such requirement and the Executive's employment is subsequently terminated by such third party within the twelve month period following the acquisition or sale of the Operating Room Division assets, then the Executi...
Sample 1
Sale of Division. In the event the Company sells all or substantially all of the assets of a Division (a "Sale"), while the Employee is employed by the Company, the Company shall terminate this Agreement as to such Division, and the Employee's interest hereunder, in which event the Employee will be entitled to receive, in cash, the amount equal to the greater of (i) the Deferred Benefit Amount as of the end of the month preceding the Sale or (ii) an amount equal to two and one-half percent (2-1/2%) of the amount, if any, by which the "Sale Value" of Resin Technology, or three percent (3%) of the amount, if any, by which the Sale Value of X.X. Xxxxxx Company, exceeds the Starting Date Value of such Division, as the case may be, irrespective of any vesting requirements. Notwithstanding the foregoing, if, at the time of Sale of a division, any remaining division has a negative cumulative Operating Profit for the periods referenced in paragraph 2 hereof, the amounts payable under the preceding sentence shall be reduced by such negative amount and the cumulative Operating Profit of each such division shall be increased to zero.
Sample 1
Sale of Division. Each Purchaser covenants and agrees that it shall vote all Preferred Shares or Common Shares which it owns or subsequently acquires in favor of the proposed sale by the Company, described in the SEC Documents, of substantially all of the assets of the Government Technology Division of the Company to Strategic Technology Systems, Inc., a Nevada corporation.
Sample 1
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Related to Sale of Division

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Authorization and Sale of Shares The Company has authorized the sale of up to two million five hundred seventy thousand (2,570,000) Shares. The Company reserves the right to increase or decrease this number.

  • PURCHASE AND SALE OF INVESTMENTS OF THE FUND OTHER THAN OPTIONS, FUTURES CONTRACTS AND FUTURES CONTRACT OPTIONS

  • Purchase and Sale of Assets On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell, transfer, convey, and deliver to the Buyer, all of the Acquired Assets at the Closing for the consideration specified below in this Section 2.

  • Sale of Shares The Issuer grants to Distributors the right to sell shares on behalf of the Issuer during the term of this Agreement and subject to the registration requirements of the Securities Act of 1933, as amended ("1933 Act"), and of the laws governing the sale of securities in the various states ("Blue Sky Laws") under the following terms and conditions: Distributors (i) shall have the right to sell, as agent on behalf of the Issuer, shares authorized for issue and registered under the 1933 Act, and (ii) may sell shares under offers of exchange, if available, between and among the funds advised by Fidelity Management & Research Company ("FMR") or any of its affiliates.

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through the Agent of shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), subject to the limitations set forth in Section 5(c) (the “Placement Shares”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the aggregate gross sales price of Placement Shares that may be issued and sold under this Agreement from time to time shall be the sole responsibility of the Company, and that the Agent shall have no obligation in connection with such compliance. The offer and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on May 3, 2021 and to become effective upon filing with the Commission, although nothing in this Agreement shall be construed as requiring the Company to issue any Placement Shares. The Company has filed or will file, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”), with the Commission an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act on Form S-3, including (a) a base prospectus, relating to certain securities, including the Common Stock, to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”), and (b) a prospectus supplement specifically relating to the Placement Shares to be issued from time to time pursuant to this Agreement (the “Prospectus Supplement”) to the base prospectus included as part of such registration statement. If requested by the Agent, the Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement at the time it becomes effective, as supplemented by the Prospectus Supplement. Except where the context otherwise requires, such registration statement, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B or Rule 462(b) under the Securities Act, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, together with any “issuer free writing prospectus” (as used herein, as defined in Rule 433 under the Securities Act (“Rule 433”)), relating to the Placement Shares that (i) is required to be filed with the Commission by the Company or (ii) is exempt from filing pursuant to Rule 433(d)(5)(i), in each case, in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g), is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the documents, if any, that are or are deemed to be incorporated by reference therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus Supplement, the Prospectus or any issuer free writing prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the most-recent effective date of the Registration Statement, or the respective dates of the Prospectus Supplement, Prospectus or such issuer free writing prospectus, as the case may be, and incorporated therein by reference. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System or, if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • Purchase and Sale of Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • Basis of Sale of Shares Distributor does not agree to sell any specific number of Shares. Distributor, as agent for the Trust, undertakes to sell Shares on a best efforts basis only against orders therefor.

  • Purchase and Sale of Securities The Adviser shall purchase securities from or through and sell securities to or through such persons, brokers or dealers as the Adviser shall deem appropriate in order to carry out the policies with respect to portfolio transactions as set forth in the Trust's Registration Statement and its current Prospectus or Statement of Additional Information, as amended from time to time, or as the Trustees may direct from time to time. Nothing herein shall prohibit the Trustees from approving the payment by the Trust of additional compensation to others for consulting services, supplemental research and security and economic analysis.

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