Effecting Sales Sample Clauses

Effecting Sales. If, upon the expiration of 15 days following receipt by the New Stockholders of the Sale Notice, none of the New Stockholders shall have agreed to purchase all of the Equity Securities covered by the Sale Notice, the Selling Stockholder may sell to a third party or parties all, but not less than all, of the Equity Securities covered by the Sale Notice for at least 95% of the price and upon substantially the same other terms and conditions as contained in the Sale Notice; provided that the Selling Stockholder and the third party execute a binding purchase agreement (subject to customary closing conditions) within 90 days after the expiration of such 15 day period and consummate the closing thereunder within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the execution of the binding purchase agreement. If the New Stockholders shall have agreed to purchase the Equity Securities covered by the Sale Notice, then the sale of such Equity Securities shall be consummated as soon as practicable after the delivery of a notice of acceptance by the Selling Stockholder, but in any event within 90 days of the delivery of the Sale Notice (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents). The New Stockholders shall have the right to assign to one or more New Stockholders Assignees all or any of their rights to purchase Equity Securities pursuant to this Section 1.2.
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Effecting Sales. If, upon the expiration of 30 days following --------------- receipt by the other Investor Stockholder and MJD Partners of the Sale Notice, neither the other Investor Stockholder nor MJD Partners shall have made an offer to purchase the shares of Common Stock covered by the Sale Notice, the Offering Investor Stockholder may sell to a third party or parties any of the shares of Common Stock covered by the Sale Notice for whatever price and upon whatever other terms and conditions the Offering Investor Stockholder may agree to, provided that the Offering Investor Stockholder and the third party execute a -------- binding purchase agreement (subject to customary closing conditions) within 120 days after the expiration of such 30 day period and consummate the closing thereunder within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the execution of the binding purchase agreement. If the other Investor Stockholder and/or MJD Partners shall have made an offer to purchase the shares of Common Stock covered by the Sale Notice, then the Offering Investor Stockholder may either (i) accept - such offer and the sale of such shares of Common Stock shall be consummated as soon as practicable after the delivery of a notice of acceptance by the Offering Investor Stockholder, but in any event within 90 days of the delivery of the Sale Notice (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents), or (ii) reject such offer, -- by written notice delivered to the other Investor Stockholder and MJD Partners within 20 days of the delivery to the Offering Investor Stockholder of such offer, in which case the Offering Stockholder shall have the right to sell to a third party or parties all (but not less than all) of the shares of Common Stock covered by the Sale Notice, for a purchase price and on other terms and conditions no less favorable to the Offering Investor Stockholder than those contained in the other Investor Stockholder's and/or MJD Partners' offer, provided that the Offering Investor Stockholder and the third party purchaser -------- execute a binding purchase agreement (subject to customary closing conditions) within 120 days of the other Investor Stockholder's and/or MJD Partners' offer and consummate the closing thereunder within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approv...
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Effecting Sales. After the receipt of the Offer, the Company shall have a 30-day period in which to determine whether to purchase all (but not less than all) of the shares covered by the Offer on the terms set forth therein (or assign the right to purchase the shares to ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇ in accordance with Section 2(c)). If the Company (or ▇▇▇▇▇ or an Affiliate of ▇▇▇▇▇ pursuant to Section 2(c)) fails to accept the Offer within such 30-day period or fails to consummate the closing of the purchase of the shares covered by the Offer within the time period set forth therein, then the Offering Stockholder shall have the right to sell to the third party or parties identified in such Offer all (but not less than all) of the shares of Capital Stock covered by the Offer, for the purchase price and on the other terms and conditions contained in the Offer. If the Offering Stockholder has not signed a binding purchase agreement (subject to customary closing conditions) with such third party or parties within 30 days after the expiration of such 30-day period or if such sale has not been completed within 60 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) after the expiration of such 30-day period, the shares of Capital Stock covered by such Offer may not thereafter be sold by the Offering Stockholder unless the procedures set forth in this Section 2 shall have again been complied with.
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Effecting Sales. Subject to Sections 2.2(c) and (d), if, upon --------------- the expiration of 30 days following receipt by the Company and the Investor Stockholders of the letter described in Section 2.2(a), neither the Company nor any Permitted Assignee as provided in Sections 2.2(c) and (d) shall have accepted the Offer, MJD Partners shall have the right, subject to Section 2.3, to sell to such third party or parties all (but not less than all) of the shares of Common Stock covered by the Offer, for a purchase price and on other terms and conditions no less favorable to MJD Partners than those contained in the Offer. If MJD Partners has not signed a binding purchase agreement (subject to customary closing conditions) with such third party or parties within 45 days of the expiration of such 30 day period or if such sale has not been completed within 120 days (or such later date as is necessary to obtain all requisite governmental and regulatory approvals and consents) from the expiration of such 30 day period, the shares of Common Stock covered by such Offer may not thereafter be sold by MJD Partners unless the procedures set forth in this Section 2.2 shall have again been complied with. If the Company or any Permitted Assignee shall have accepted the Offer, the closing of the purchase and sale pursuant to such acceptance shall take place as set forth in MJD Partners' letter to the Company and the Investor Stockholders.
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Effecting Sales. If, upon the expiration of 30 days following receipt by the Non-Selling Shareholders of the Sale Notice described in Section 3.2(a), the Non-Selling Shareholders have not exercised (in whole or in part), the Right of First Refusal contained herein, the Selling Shareholder may sell to such third party or parties all of the Shares covered by the Offer which the Non-Selling Shareholders have not agreed to purchase, for the purchase price and on the other terms and conditions contained in the Offer. If the Non-Selling Shareholders shall accept such Offer, the closing of the purchase and sale pursuant to such acceptance shall take place as set forth in the Sale Notice.
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Effecting Sales. Unless 30 days following receipt by the Company of the ROFR Offer described in Section 6.3(a), the Company and any persons to whom the Company has assigned, pursuant to Section 6.5, the right to accept the ROFR Offer has agreed to purchase all the ROFR Shares, the Offering Shareholder may sell to such third party or parties all the shares of Common Stock covered by the Outside Offer, for the purchase price and on the other terms and conditions contained in the Outside Offer but the Offering Shareholder may not sell less than the number of shares of Common Stock covered by the Outside Offer unless the exercise of co-sale rights is the reason. If the Company or its assignee or assignees shall accept such ROFR Offer, the closing of the purchase and sale pursuant to such acceptance shall take place as set forth in the ROFR Offer of the Offering Shareholder to the Company pursuant to subparagraph (v) of Section 6.3(a).
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Effecting Sales. If, upon the expiration of 30 days following --------------- receipt by the Company of the letter described in Section 2.2(a), the Company shall not have accepted the Offer, Charter shall have the right, to sell to such third party or parties all (but not less than all) of the shares of Common Stock covered by the Offer, for a purchase price and on other terms and conditions no less favorable to Charter than those contained in the Offer. If Charter has not signed a binding purchase agreement (subject to customary closing conditions) with such third party or parties within 45 days of the expiration of such 30 day period or if such sale has not been completed within 180 days from the expiration of such 30 day period, the shares of Common Stock covered by such Offer may not thereafter be sold by Charter unless the procedures set forth in this Section 2.2 shall have again been complied with. If the Company shall have accepted the Offer, the closing of the purchase and sale pursuant to such acceptance shall take place as set forth in Charter's letter to the Company.
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Related to Effecting Sales

  • VWAP Purchases Upon the initial satisfaction of all of the conditions set forth in Section 7.2 (the “Commencement” and the date of initial satisfaction of all of such conditions, the “Commencement Date”) and from time to time thereafter, subject to the satisfaction of all of the conditions set forth in Section 7.3, the Company shall have the right, but not the obligation, to direct the Investor, by its timely delivery to the Investor of a VWAP Purchase Notice for a VWAP Purchase (each, a “VWAP Purchase”), specifying in such VWAP Purchase Notice (a) the VWAP Purchase Percentage for such VWAP Purchase and (b) whether a Limit Order Continue Election or a Limit Order Discontinue Election shall apply to such VWAP Purchase, on the applicable Purchase Date therefor, to purchase a specified VWAP Purchase Share Amount, which shall not exceed the applicable VWAP Purchase Maximum Amount, at the applicable VWAP Purchase Price therefor on such Purchase Date in accordance with this Agreement. The Company may timely deliver to the Investor a VWAP Purchase Notice for a VWAP Purchase on any Trading Day selected by the Company as the Purchase Date for such VWAP Purchase, so long as (i) the Closing Sale Price of the Common Stock on the Trading Day immediately preceding such Purchase Date is not less than the Threshold Price, and (ii) all Shares subject to all prior VWAP Purchases and Intraday VWAP Purchases (as applicable) pursuant to this Agreement have been received by the Investor as DWAC Shares prior to the Company’s delivery to the Investor of such VWAP Purchase Notice for such VWAP Purchase on such Purchase Date. The Investor is obligated to accept each VWAP Purchase Notice prepared and delivered by the Company in accordance with the terms of and subject to the satisfaction of the conditions contained in this Agreement. If the Company delivers any VWAP Purchase Notice directing the Investor to purchase a VWAP Purchase Share Amount in excess of the applicable VWAP Purchase Maximum Amount that the Company is then permitted to include in such VWAP Purchase Notice (taking into account the VWAP Purchase Percentage specified by the Company in the applicable VWAP Purchase Notice for such VWAP Purchase), such VWAP Purchase Notice shall be void ab initio to the extent of the amount by which the VWAP Purchase Share Amount set forth in such VWAP Purchase Notice exceeds such applicable VWAP Purchase Maximum Amount, and the Investor shall have no obligation to purchase, and shall not purchase, such excess Shares pursuant to such VWAP Purchase Notice; provided, however, that the Investor shall remain obligated to purchase the applicable VWAP Purchase Maximum Amount pursuant to such VWAP Purchase. At or prior to 5:30 p.m., New York City time, on the Purchase Date for each VWAP Purchase, the Investor shall provide to the Company, by email correspondence to each of the individual notice recipients of the Company set forth in the applicable VWAP Purchase Notice, a written confirmation for such VWAP Purchase, setting forth the applicable VWAP Purchase Price per Share to be paid by the Investor for the Shares purchased by the Investor in such VWAP Purchase, and the total aggregate VWAP Purchase Price to be paid by the Investor for the total VWAP Purchase Share Amount purchased by the Investor in such VWAP Purchase. Notwithstanding the foregoing, the Company shall not deliver any VWAP Purchase Notices to the Investor during the PEA Period, any Allowable Grace Period or any MPA Period.

  • Volume of TIPS Sales Nothing in this Agreement or any TIPS communication may be construed as a guarantee that TIPS or TIPS Members will submit any TIPS orders to Vendor at any time.

  • Measurements and arithmetic conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.

  • Product Sales Subject to Sections 10.3(c) and 10.3(d), Licensee agrees that it will not sell, offer for sale, or assist third parties (including Affiliates) in selling Product except for the sale and offer for sale of (A) TAF Product, TAF Combination Product, TDF Product and TDF Combination Product for use in the Field and in the countries of the TDF-TAF Territory, (B) COBI Product and COBI Combination Product for use in the Field and in the countries of the COBI Territory, and (C) EVG Product, EVG Combination Product and Quad Product for use in the Field and in the countries of the EVG-Quad Territory.‌ (i) Licensee agrees that during the period in which the Patents are valid and enforceable (on a Product-by-Product basis) it will prohibit its Distributors from selling Product (A) to any other wholesaler or distributor, (B) outside the Territory for which Licensee is licensed for sale of such Product pursuant to Section 2.2, or (C) for any purpose outside the Field. (ii) Licensee agrees that it will not administer the TAF Quad to humans, or sell the TAF Quad until Gilead has obtained marketing approval for the TAF Quad from the FDA. Licensee agrees that it will not administer EVG to humans, or sell Products containing EVG until Gilead has obtained marketing approval for an EVG Product from the FDA. Licensee agrees that it will not administer COBI to humans, or sell Products containing COBI until Gilead has obtained marketing approval for a COBI Product from the FDA. Licensee agrees that it will not administer TAF to humans, or sell Products containing TAF until Gilead has obtained marketing approval for a TAF Product from the FDA. If Gilead obtains marketing approval from the FDA for any Quad Product or a Combination Product containing TAF, COBI or EVG (“Approved Combination Product”) prior to obtaining marketing approval for a TAF Product, EVG Product or COBI Product from the FDA, then Licensee will be allowed to administer such Quad Product or such Approved Combination Product to humans, and sell such Quad Product or such Approved Combination Product from and after the date of such marketing approval from the FDA, but will not (A) administer to humans or sell Combination Products containing EVG other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for an EVG Product, or (B) administer to humans or sell Combination Products containing COBI other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for a COBI Product or (C) administer to humans or sell Combination Products containing TAF other than such Quad Product or such Approved Combination Product until Gilead has obtained marketing approval from the FDA for a TAF Product.

  • Net Sales The term “