SALE OF COMMON STOCK TO A THIRD PARTY Sample Clauses

SALE OF COMMON STOCK TO A THIRD PARTY. (a) If at any time, or from time to time, the Principal Stockholder proposes to sell for its own account (other than in a sale pursuant to a registration statement under the Securities Act) shares of Common Stock (a "Section 2.1 Event") to a Third Party that is not an Affiliate of the Principal Stockholder and, following such sale, the Principal Stockholder ceases to own, in the aggregate, at least seventy-five percent (75%) of the shares of Common Stock acquired by the Principal Stockholder on the Effective Date (each such sale, a "Covered Sale"), each of the Trustee and the Investcorp Stockholders shall have the right to participate with respect to the shares of Common Stock that each holds, respectively (a "Tag-Along Right"), and the Principal Stockholder or such Third Party shall have the right to require the Trustee and the Investcorp Stockholders to participate with respect to such shares (a "Drag-Along Right"), in each such sale on a pro rata basis (based on (i) the aggregate number of shares of Common Stock to be sold by the Principal Stockholder in such Covered Sale and any related transactions (but not in any other sales) compared to (ii) the aggregate number of Principal Stockholder Shares then owned by the Principal Stockholder, as appropriately adjusted for any stock dividends, stock splits, reverse stock splits, combinations, recapitalizations and similar events occurring after the Effective Date) for the same consideration per share, and otherwise on the same terms (the "Principal Stockholder Consideration"), as the Principal Stockholder sell their shares of Common Stock; PROVIDED, HOWEVER, that the Principal Stockholder or Third Party shall only be entitled to exercise its Drag-Along Right hereunder pursuant to a Covered Sale by the Principal Stockholder or its Affiliates of at least 80% of the shares of Common Stock acquired by the Principal Stockholder on the Effective Date. (b) Notwithstanding anything to the contrary contained in this Section 2.1, the Trustee's obligation to participate in a sale on exercise of a Drag-Along Right shall be subject to the Trustee's determination that its participation in such a sale is not imprudent or in violation of applicable law. (c) Prior to or within two calendar days following the occurrence of a Section 2.1 Event, the Principal Stockholder, in its sole discretion, may notify the Trustee and the Investcorp Stockholders in writing of its intention to consummate or of the occurrence of such Section 2...
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Related to SALE OF COMMON STOCK TO A THIRD PARTY

  • Sale of Common Stock Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 110,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $226,600.

  • Registration of Common Stock Cashless Exercise at Companys Option The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4.

  • Monies and Shares of Common Stock to Be Held in Trust All monies and shares of Common Stock received by the Trustee shall, until used or applied as herein provided, be held in trust for the purposes for which they were received. Money and shares of Common Stock held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money or shares of Common Stock received by it hereunder except as may be agreed from time to time by the Company and the Trustee.

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Notice of Common Stock Change Events The Company will provide notice of each Common Stock Change Event to Holders, the Trustee and the Conversion Agent no later than the Business Day after the effective date of such Common Stock Change Event.