Demand Transfers Sample Clauses

Demand Transfers. (a) The Donees may from time to time deliver to Issuer a written notice that they propose to make a Transfer of Registrable Securities either (i) pursuant to an underwritten public offering reasonably designed to achieve a broad public distribution of the securities being offered (a "Public Transfer") or (ii) subject to Section 3(h), pursuant to a negotiated transaction or series of related transactions effected on the same date and at the same price per share with one or more transferees (each such transaction or series of related transactions described in this clause (ii), whether registered or not, being referred to herein collectively as a "Negotiated Transfer"). Public Transfers and Negotiated Transfers, whether made pursuant to a Demand Registration Statement, a Shelf Registration Statement or without a registration statement, are referred to herein collectively as "Demand Transfers." The Registrable Securities included by the Donees in any Demand Transfer shall be allocated among the Registrable Securities held by the Hourly Pension Plan, those held by the Salaried Pension Plan and those held by the VEBA in accordance with the Donee Allocation Basis. Any Demand Transfer made jointly by the Donees shall count as a single Demand Transfer. Until June 12, 2004, the number of Public Transfers (including any Transfer considered a Public Transfer under Section 6(b)) and Negotiated Transfers that are registered under the Securities Act that may be effected by the Donees in any 12-month period shall not exceed two in the aggregate. From and after June 12, 2004, the number of Public Transfers (including any Transfer considered a Public Transfer under Section 6(b)) and Negotiated Transfers that are registered under the Securities Act that may be effected by the Donees in any 12-month period shall not exceed three in the aggregate; provided that two of such Transfers may be any type of registered Demand Transfer and the third such Transfer may only be a Negotiated Transfer of Registrable Securities having a fair market value (based upon the closing price of the Registrable Securities quoted on the securities exchange on which such Registrable Securities are listed on the trading day immediately preceding the date upon which the Donees deliver their written notice of such Negotiated Transfer to Issuer) not greater than $1 billion (it being agreed that there is no minimum dollar amount for any Negotiated Transfer made by Donees under this Agreement). Subject to t...
Sample 1
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Demand Transfers. (i) Notwithstanding anything set forth in Section 3(b) above, upon the effectiveness of (x) the Mandatory Registration Statement, or (y) upon such Transferrable Shares becoming freely transferable to the public in compliance with Rule 144 promulgated under the Securities Act; the Stockholders, as a group, shall have the right, exercisable not more than once in any twelve (12)-month period, to transfer Transferable Shares on any Eligible Market in an amount equal to, in the aggregate, five (5) times the Average Daily Trading Volume, less the aggregate number of Transferable Shares transferred by Stockholders to satisfy an Unmet Tax Obligation during the twelve (12)-month period prior to the proposed date of the First Sale (as defined below) (a “Demand Transfer”); provided that (i) only the Stockholders’ Agent, as representative of the Stockholders, shall have the right to exercise this right on behalf of any or all of the Stockholders, (ii) all such transfers are conducted by the Broker, (iii) reasonable efforts are made by the Broker to spread any such transfers evenly over at least five (5) Trading Days, which Trading Days need not be consecutive, and (iv) any such transfers are completed within twenty (20) Trading Days after the first sale in respect of such Demand Transfer (a “First Sale”). The Stockholders’ Agent, on behalf of the Stockholders, may exercise a Demand Transfer by notifying the Company in writing at least ten (10) Trading Days prior to the First Sale, but not more than forty five (45) calendar days in advance of such First Sale, which notice will provide the proposed date of the First Sale.
Sample 1

Related to Demand Transfers

  • Exempt Transfers Notwithstanding anything to the contrary in this Section, the following transfers of Vested Shares will be exempt from the Right of First Refusal: (a) the transfer of any or all of the Vested Shares during Purchaser’s lifetime by gift or on Purchaser’s death by will or intestacy to Purchaser’s “Immediate Family” (as defined below) or to a trust for the benefit of Purchaser or Purchaser’s Immediate Family, provided that each transferee or other recipient agrees in a writing satisfactory to the Company that the provisions of this Section will continue to apply to the transferred Vested Shares in the hands of such transferee or other recipient; (b) except as provided in Section 5.7 clause (b) below, any transfer or conversion of Vested Shares made pursuant to a statutory merger or statutory consolidation of the Company with or into another corporation or corporations; or (c) any transfer of Vested Shares pursuant to the winding up and dissolution of the Company. As used herein, the term “Immediate Family” will mean Purchaser’s spouse or Spousal Equivalent, the lineal descendant or antecedent, brother or sister, of Purchaser or Purchaser’s spouse or Spousal Equivalent, or the spouse or Spousal Equivalent, of any lineal descendant or antecedent, brother or sister of Purchaser, or Purchaser’s spouse or Spousal Equivalent, whether or not any of the above are adopted. As used herein, a person is deemed to be a “Spousal Equivalent” if the relevant person and the related party are registered as “domestic partners” under the laws of the State of New York or any other law having similar effect or provided the following circumstances are true: (a) irrespective of whether or not the relevant person and the Spousal Equivalent are the same sex, they are the sole spousal equivalent of the other for the last twelve (12) months, (b) they intend to remain so indefinitely, (c) neither are married to anyone else, (d) both are at least eighteen (18) years of age and mentally competent to consent to contract, (e) they are not related by blood to a degree of closeness that which would prohibit legal marriage in the state in which they legally reside, (f) they are jointly responsible for each other’s common welfare and financial obligations, and (g) they reside together in the same residence for the last twelve (12) months and intend to do so indefinitely.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Sale and Transfer of Shares Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • ISSUANCE AND TRANSFER OF SHARES 1. The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Customer in connection with the issuance of any Shares.

  • Rule 144A Transfers If the transfer is being effected in accordance with Rule 144A:

  • Permitted Transfers The provisions of Section 8.1 shall not apply to (a) a transfer or an assignment of this Lease in connection with the sale of substantially all the original Tenant’s assets if: (I) such sale of assets occurs on an arms’-length basis, to an unrelated third party, and is for a bona fide business purpose and not primarily to transfer Tenant’s interest in this Lease; and (II) upon the consummation of the transfer or assignment, the transferee or assignee is, in the sole, but reasonable determination of Landlord (and its lender, if applicable), capable of satisfying all of Tenant’s obligations hereunder; (b) an assignment of this Lease to a successor to Tenant by merger, consolidation, reorganization or similar corporate restructuring or to an entity that controls, is controlled by, or is under common control with, Tenant; or (c) a subletting of the Premises or any part thereof. In the case of an assignment or sublease that is expressly permitted pursuant to (a) or (c) of this Section 8.3, Tenant shall nevertheless be required to provide Landlord with notice of such assignment or sublease and a true and complete copy of the fully-executed documentation pursuant to which the assignment or sublease, as applicable, has been effectuated within ten (10) business days after the effective date of such assignment or sublease. Any permitted transferee under (a) of this Section 8.3 shall execute and deliver to Landlord any and all documentation reasonably required by Landlord in order to evidence assignee’s assumption of all obligations of Tenant hereunder and to evidence the assignee’s compliance (or ability to comply) with (a)(II) above. Notwithstanding anything to the contrary contained in this Section 8.3, in no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease to any entity whatsoever if, at the time of such assignment, mortgage, transfer, pledge or sublease, a Default has occurred and remains continuing under this Lease.

  • Exchange and Transfer 8 SECTION 4.02. Treatment of Holders of Warrant Certificates...................9 SECTION 4.03.

  • Rule 144 Transfers If the transfer is being effected pursuant to Rule 144:

  • Hardship Transfers Employees who have a hardship that involves the immediate family may request a hardship transfer. Before such transfers are granted, the Employer must determine an actual hardship exists. Because the hardship transfer takes priority over the regular list, the Employer shall advise those on the regular transfer list of the reason for the hardship transfer.

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