Covered Sale definition

Covered Sale means a sale of a se- curity, 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 se- curities association otherwise than on a national securities exchange.

Covered Sale means any sale of Securities by the Investor other than (i) a sale to an Affiliate of the Investor or (ii) a transfer that is registered under the Securities Act or effected pursuant to Rule 144 under the Securities Act.

Covered Sale shall have the meaning set forth in Section 6.2(d) hereof.

Examples of Covered Sale in a sentence

• Prior to any such Coordination Transfer, the applicable Stockholder (the “Notifying Investor”) shall provide the other Stockholder with at least five (5) days prior written notice (a “Coordination Notice”) of the Notifying Investor’s intention to Transfer Registrable Securities held by it in a Covered Sale.

• In the event that the Stockholder receiving a Coordination Notice agrees to forego its full Pro Rata Portion of any Covered Sale by written notice to the applicable Initiating Investor, the remainder shall be reallocated to the Notifying Investor in like manner.

• Each Notifying Holder and Notified Holder undertakes to ensure its compliance with Rule 144 in the event of a Covered Sale under Rule 144.

• At all times after October 1, 2021, any Investor proposing to effect any Covered Sale (the “Notifying Holder”) will use commercially reasonable efforts to provide the other Investors (the “Notified Holders”) and the Company with at least two Business Days’ prior written notice (a “Sale Notice”) of the Notifying Holder’s intention to transfer Registrable Securities held by it in a Covered Sale.

• If any Notified Holder intends to participate in such Covered Sale, such Notified Holder must provide written notice to the Notifying Holder and the Company no later than two Business Days after such Notified Holder’s receipt of the applicable Sale Notice of its intention to participate, whether it will participate up to its Pro Rata Portion and whether it would sell any additional Pro Rata Portion not used by any other Notified Holder.

More Definitions of Covered Sale

Covered Sale means any Transfer of Registrable Securities, other than pursuant to Section 1.01(a), Section 1.01(b) or Section 1.02 of this Agreement or to a Permitted Transferee.

Covered Sale means a sale of the Participant's Employer in a transaction that results in the Participant becoming employed by the Purchaser thereof or an affiliate of such Purchaser that is not an Employer.

Covered Sale means a sale or other taxable disposition of any Property described on Exhibit C.

Covered Sale shall have the meaning ascribed thereto in Section 2.1(a) hereof.

Covered Sale means the amount of any disposition of Core Investments made during a Restricted Period by the Borrower or which results in a Restricted Period.

Covered Sale has the meaning set forth in Section 4.03(b).

Covered Sale as to the Borrower or any of its Subsidiaries, subject to the provisions of Section 7, any (a) sale or other disposition (including any sale and leaseback of assets, and any mortgage or lease of real property) (other than a Permitted Asset Sale) subsequent to the Closing Date of any property of the Borrower or any of its Subsidiaries (an "Asset Sale"), (b) issuance of equity or debt securities of the Borrower or any of its Subsidiaries subsequent to the Closing Date (other than (i) issuances of its own equity securities by the Borrower pursuant to any stock option plan maintained by the Borrower for the purchase of up to 20% of the outstanding Voting Stock of the Borrower, (ii) issuances of equity securities by any Subsidiary of the Borrower to the Borrower, (iii) issuances of debt securities by any Subsidiary of the Borrower in favor of the Borrower, and (iv) increases in the aggregate amount of Indebtedness that may be incurred under this Agreement), or (c) the receipt of any other proceeds by the Borrower or any of its Subsidiaries from lawsuits arising outside the ordinary course of business, including but not limited to, the litigation brought against Xxxxx Xxxxx and any action brought against Deloitte & Touche.