Covered Sales definition

Covered Sales shall have the meaning provided in Section 3.4(a)(i).
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Covered Sales means any transfer of Registrable Securities, other than pursuant to Section 2.1, Section 2.2 or Section 2.3 of this Agreement or to a Permitted Transferee.
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Covered Sales means any sale of Share Consideration for value, whether or not pursuant to a registration statement, other than a sale in a firm commitment or “best efforts” underwritten offering.
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Examples of Covered Sales in a sentence

  • The obligations with respect to Covered Sales set forth in this Section 1.01(c) shall no longer be applicable at such time as either CVC (and its Permitted Transferees) or LGP (and its Permitted Transferees) ceases to own at least ten percent (10%) of the outstanding Shares.

  • Following the IPO, the Stockholders will use commercially reasonable efforts to coordinate any Covered Sales (any such transfer, a “Coordination Transfer”) of Registrable Securities held by them in accordance with this Section 1.01(c).

  • Buyer shall pay, or promptly reimburse Seller for the amount of, all commissions and other similar payments owed or that become owing to third parties under the express terms of such Contracts with respect to sales of Products made prior to the effectiveness of Seller's termination thereof for which Buyer recognizes revenue and collects cash after the Closing (such commissions or similar payments being "Covered Sales Commissions").

  • Until the second (2nd) anniversary of the Initial Public Offering, the Demand Holders and the Contributing Investors will use commercially reasonable efforts to coordinate any Covered Sales (any such Transfer, a “Coordination Transfer”) of Registrable Shares held by them in accordance with this Section 3.02.

  • The rights and obligations with respect to Covered Sales set forth in this Section 3.02 shall not apply to any Investor who, together with its Permitted Transferees, affiliates and co-investors, beneficially owns less than the Threshold Percentage (determined as of the time of delivery of the applicable Sale Notice).

  • The rights and obligations with respect to Covered Sales set forth in this Section 3.02 shall not apply to any Investor who, together with its Permitted Transferees, affiliates and co-investors, beneficially owns less than the Threshold Percentage(determined as of the time of delivery of the applicable Sale Notice).

  • The standard billing prices will be based upon the Bottler’s forecasted Net Sales Revenue on Covered Sales for the upcoming year.

  • At each month end, the Company shall convert concentrate billing revenue (the revenue recorded during the month per the standard billing rates) to concentrate incidence revenue (the revenue calculated by multiplying the incidence rates by the Bottler’s actual Net Sales Revenue on sales out of Covered Sales for the current month).


More Definitions of Covered Sales

Covered Sales. ’ means a sale of a security, other than an exempt sale or a sale of a security future, occurring on a national securities exchange or by
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Covered Sales means any transfer of Registrable Securities, other than pursuant toSection 2.1, Section 2.2 o r Section 2.3 of this Agreement or to a Permitted Transferee.
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Covered Sales means, with respect to any Party (or its respective Affiliates holding Cyxtera Merger Consideration), any transfer of shares of Common Stock constituting Cyxtera Merger Consideration by such Party for value, whether or not pursuant to a registration statement under the Securities Act of 1933, as amended, other than a transfer in a firm- commitment or “best efforts” underwritten public offering of shares of Common Stock constituting Cyxtera Merger Consideration.
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Related to Covered Sales

  • Specified Sales means (a) the sale, transfer, lease or other disposition of inventory and materials in the ordinary course of business and (b) the sale, transfer or other disposition of Permitted Investments described in clause (i) of the definition thereof.

  • Failed Transactions is the set of all requests within Total Transaction Attempts that do not return a Success Code within 30 seconds from Microsoft’s receipt of the request.

  • Permitted Sale means those sales, transfers or assignments permitted by the Credit Agreement.

  • Net Sales means [***].

  • Permitted Transactions has the meaning set forth in Section 13(B).

  • Deferred Sales Charge means the "deferred sales fee" as described in the Prospectus.

  • Annual Net Sales means, with respect to any Calendar Year, the aggregate amount of the Net Sales for such Calendar Year.

  • Gross Sales means the sum total of all retail sales of tangible personal property or services as

  • Bundled transaction means the purchase of 2 or more distinct and identifiable products, except real property and services to real property, where the products are sold for a single nonitemized price. A bundled transaction does not include the sale of any products in which the sales price varies, or is negotiable, based on the selection by the purchaser of the products included in the transaction. As used in this subdivision:

  • Proposed Sale shall have the meaning set forth in Section 4.2(a).

  • Permitted Transaction means any transaction involving (i) a Swap that is not a Required Transaction or (ii) a Required Transaction that is a component of a Covered Package Transaction.

  • Net Sales Price means the gross billing price of any PRODUCT received by Licensee or its SUBLICENSEE for the sale or distribution of any PRODUCT, less the following amounts actually paid by Licensee or SUBLICENSEE:

  • Gross Sales Price with respect to each sale of Shares sold pursuant to this Agreement shall be the gross sales price per share of such Shares.

  • Deferred Sales Charge Payment Dates means the dates specified for deferred sales fee installments under "Investment Summary--Fees and Expenses" in the Prospectus for the Trust.

  • Eligible Expenditures means expenditures in respect of the reasonable cost of goods, works and services required for the Project and to be financed out of the proceeds of the Loan allocated from time to time to the eligible Categories in accordance with the provisions of Schedule 1 to this Agreement; and

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Covered Transaction means a transaction that uses any funds under this award and that is a contract, memorandum of understanding, cooperative agreement, grant, loan, or loan guarantee.

  • Company Transaction Expenses means all costs, fees and expenses payable by the Company or any of its Subsidiaries to any Person incurred by or on behalf of the Company, any of its Affiliates or any of the Sellers on or before the Closing in connection with the preparation, negotiation, execution and consummation of this Agreement and the transactions contemplated hereby to the extent, if any, unpaid as of immediately prior to Closing (but calculated assuming consummation of the transactions contemplated hereby such that all Company Transaction Expenses that become payable as a consequence of, or upon, the Closing are included), including: (a) any brokerage, finders’ or other advisory fees, costs, expenses, commissions or similar payments; (b) any fees, costs, disbursements or expenses of counsel, accountants or other advisors or service providers; (c) other than the aggregate Option Cancellation Payments, any fees, costs, expenses of, or payments to be made by, the Company or any of its Subsidiaries related to any transaction or retention bonus, incentive bonus, stay bonus, long-term incentive awards, termination or change-of-control payment, severance or other compensatory payments to be made to any current or former employee, director or other current or former individual service provider of the Company or any of its Subsidiaries, in whole or in part, as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby (but excluding, for the avoidance of doubt, any such arrangements that are implemented by Buyer), including Tax “gross up” payments payable with respect to any of the foregoing; (d) the required employer portion of payroll or similar Taxes payable in connection with the Option Cancellation Payments or any Company Transaction Expenses (or an item that would have been a Company Transaction Expense if it had not been paid prior to the Closing); (e) any termination, exit or similar fees and expenses payable to any Seller or any of their respective Affiliates as a result of or in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby pursuant to any advisory, management or other similar Contract with the Company or any of its Subsidiaries; and (f) all other fees and expenses payable by the Company or any of its Subsidiaries in connection any transactions contemplated with other potential acquirors of (or investors in) the Company or any of its Subsidiaries (including in connection with any auction process) or other strategic alternatives pursued by the Company or any of its Subsidiaries (including any public or private offering of securities).

  • Excluded Transactions means:

  • Gross Profit means the sum produced by adding to the “net profit” the amount of the Insured “standing charges”, or if there be no “net profit”, the amount of the Insured “standing charges” less such a proportion of any net trading loss as the amount of the Insured “standing charges” bears to all the “standing charges” of the business.

  • Separation Transactions has the meaning set forth in the Separation and Distribution Agreement.

  • Allowable Expenses means any necessary, reasonable and customary item of expense at least a portion of which is covered under at least one of the Health Benefit Plans covering the person for whom claim is made. When a Health Benefit Plan provides benefits in the form of coverage for services, the reasonable cash value of each service rendered shall be deemed to be both an Allowable Expense and a benefit paid.

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Sales Year means the calendar year during which the Company sold Cigarettes in a Beneficiary State requiring the deposit of QEF Principal.

  • Gross Profits means the gross profits calculated under section 4;