After the Restricted Period the Key Employee shall receive a cash payment from the Company equal to any cash dividends paid with respect to the number of shares of Common Stock relating to the Restricted Stock Units that are earned hereunder.
After the Restricted Period if a shareholder is prepared to sell any of its shares in the Venture Company and receives a bona fide purchase offer from a third party, the seller shall offer to sell such shares to the other shareholder (the "Offer") on the terms and conditions of the bona fide offer or, if not a cash offer, its nearest equivalent in cash. If an offer from a third party does not contain all necessary terms and conditions of the proposed purchase, in particular price and payment conditions, it shall not be considered as a bona fide offer for the purposes of this Clause and no transfer of such shares shall be permitted to a third party based on such offer.
After the Restricted Period. The Subscriber acknowledges and agrees that the Shares may only be resold (a) in compliance with Regulation S; (b) pursuant to a Registration Statement under the Act; or (c) pursuant to an exemption from registration under the Act. The Subscriber acknowledges that if the Subscriber publicly re-offers all or any part of the Shares in the United States, the Subscriber may be deemed to be an underwriter, as defined in Section 2(11) of the Act, under certain circumstances, for example, if the Subscriber purchases shares in this offering with a view to their distribution in the United States. Subscriber agrees to consult with the Subscriber's counsel prior to any such re-offer. Upon request of the Company, the Subscriber will furnish the Company with evidence of the availability of an exemption from registration for any resales. The Company may refuse to register any transfer of the Shares which it believes is not made in accordance with the Act and the rules and regulations promulgated thereunder.
After the Restricted Period. The First Legend will be removed from certificates representing the Shares at the request of the Subscriber following the Restricted Period; provided that nothing has come to the attention of the Company that would cause it to believe that the representations and warranties of the Subscriber in this Agreement were inaccurate in any material respect or that the Subscriber has failed to comply in any material respect with any of the Subscriber's agreements set forth herein.
After the Restricted Period. Stevxx Xxxxxx xxx not, during any one (1) calendar quarter, voluntarily or involuntarily transfer, assign, sell or convey a number of shares of Boyd Xxxmon Stock which is greater than one percent of the number of shares of Boyd Xxxmon Stock outstanding at the beginning of such calendar quarter. In the event that during the five (5) calendar quarters immediately following the Restricted Period Stevxx Xxxxxx xxxls shares of Boyd Xxxmon Stock on the open market at a per share price which is less than the Per Share Minimum Price, Boyd shall pay to Rumsxx xxx difference between the Per Share Minimum Price and the per share price at which such shares were sold on the open market.
After the Restricted Period if BNDESPAR elects to sell or assign the shares issued by the Company it owns, over a BOVESPA trading session, in order to reduce its equity interest in the total capital of the Company to a percentage lower than 9.72% (nine and seventy-two one-hundredths percent), the right of first refusal set forth in this Clause 6 shall not apply, and the consummation of said disposition, to the extent that it is in an amount equal to or exceeding R$50,000,000.00 (fifty million reais) for each 3 (three)-month period, shall be made only upon BNDESPAR sending notice to VID, at least 30 (thirty) days before the date scheduled for commencement of the sale, of its intent to dispose of the shares, and specifying the number of shares to be disposed of.
After the Restricted Period. Stevxx Xxxxxx xxx not, during any one (1) calendar quarter, voluntarily or involuntarily transfer, assign, sell or convey a number of shares of Boyd Xxxmon Stock which is greater than one percent of the number of shares of Boyd Common Stock outstanding at the beginning of such calendar quarter. In the event that during (a) the five (5) calendar quarters immediately following the Restricted Period or (b) the five (5) calendar quarters immediately following the third (3rd) anniversary of the Closing Date (collectively, these two five-quarter periods are hereinafter referred to as
