10x Exit Condition Sample Clauses

10x Exit Condition. Except as provided in this Section 8.9., unless all of the Purchasers shall have been provided the opportunity to sell, transfer or dispose of one hundred percent (100%) of their Shares or the shares of Class A Common Stock or other Company Stock into which the Shares may be converted or for which they may be exchanged, for an amount equal to or greater than each Purchaser's aggregate investment set forth in Schedules A, B and C, multiplied by ten (10), in cash, or in freely-tradable securities for which a public market exists, or assets of equivalent fair market value (as determined by the Board of Directors in good faith evidenced by a board resolution adopted by the affirmative votes of a majority of the directors, excluding ▇▇▇▇▇▇ ▇▇▇▇▇▇ or his Affiliates, even though the remaining directors be less than a quorum), and such sale, transfer or disposition shall have been consummated with respect to all Holders electing to participate therein prior to the expiration of thirty (30) months from the date of this Agreement (the "10x Exit Condition"), the shares of Class B Common Stock shall not be transferable by ▇▇▇▇▇▇ ▇▇▇▇▇▇ and any purported transfer thereof shall be void ab initio, and the Company covenants and agrees that such transfer shall not be reflected on the stock transfer books of the Company.
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Related to 10x Exit Condition

  • Test conditions 6.1.1. The test shall be performed on a flat, dry concrete or asphalt surface affording good adhesion. 6.1.2. The ambient temperature shall be between 0°C and 45°C. 6.1.3. The horizontal visibility range shall allow the target to be observed throughout the test.

  • Termination Conditions This Agreement terminates upon the earlier of any of the following events: a.

  • Prior Conditions Satisfied All conditions set forth in §10 shall continue to be satisfied as of the date upon which any Loan is to be made or any Letter of Credit is to be issued.

  • Market Conditions Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to each Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in a Board being provided with substantively less information than had been previously provided hereunder.

  • Existing Condition Since the Balance Sheet Date, the Sellers have operated or caused to be operated their respective Hotels only in the Ordinary Course, and no Seller has: (1) suffered any material adverse change in its working capital, financial condition, results of operation, assets, liabilities (absolute, accrued, contingent or otherwise), reserves, business, operations or prospects; (2) incurred any liability or obligation (absolute, accrued, contingent or otherwise) except non-material items incurred in the Ordinary Course, or increased, or experienced any change in any assumptions underlying or methods of calculating, any bad debt, contingency or other reserves; (3) paid, discharged or satisfied any claim, liability or obligation (whether absolute, accrued, contingent or otherwise) other than the payment, discharge or satisfaction in the Ordinary Course of liabilities and obligations reflected or reserved against in the Balance Sheet or incurred in the Ordinary Course and consistent with past practice since the Balance Sheet Date; (4) permitted or allowed any of the Hotels to be subjected to any Lien, except for Liens for current Taxes not yet due; (5) written down the value of any Inventory (including write-downs by reason of shrinkage or ▇▇▇▇-down) or written off as uncollectible any notes or Accounts, except for immaterial write-downs and write-offs in the Ordinary Course; (6) cancelled any debts or waived any claims or rights of substantial value; (7) sold, transferred or otherwise disposed of any Hotel properties or assets (real, personal or mixed, tangible or intangible), except in the Ordinary Course; (8) disposed of or permitted to lapse any rights to the use of any Marks, or disposed of or disclosed to any person other than representatives of Buyer any trade secret, formula, process, know-how or other intellectual property not theretofore a matter of public knowledge; (9) other than in the Ordinary Course, granted any general increase in the compensation of officers or employees of any Hotels (including any such increase pursuant to any bonus, pension, profitsharing or other plan or commitment) or any other increase in the compensation payable or to become payable to any officer or employee of any Hotel, and no such increase is customary on a periodic basis or required by agreement or understanding; (10) made any material capital expenditure except in the Ordinary Course; (11) made any change in any method of accounting or accounting practice; or (12) agreed, whether in writing or otherwise, to take any action described in this Section.