Rule 144 Transfer Procedures Sample Clauses

Rule 144 Transfer Procedures. Following the closing of the IPO, and prior to the expiration of the Coordination Period, either Sponsor intending to Transfer any of its shares of Common Stock in a Rule 144 Transfer or a Private Block Transfer (such Sponsor, the “Notifying Sponsor”) shall provide the other Sponsor (the “Notified Sponsor”) with at least five (5) business days’ prior written notice (via electronic mail, facsimile or otherwise in accordance with Section 7.01) (a “Sale Notice”) of the Notifying Sponsor’s intention to effect such a Transfer. Each Sale Notice shall specify the earliest time at which the Notifying Sponsor intends to commence such a Transfer and the number of shares of Common Stock proposed to be Transferred by the Notifying Sponsor in such Transfer. The Sale Notice is intended to permit the Sponsors electing to Transfer shares of Common Stock held by them at such time to coordinate the timing and process for Transferring such shares of Common Stock in an orderly fashion. Upon receipt of the Sale Notice by the Notified Sponsor, the Notified Sponsor shall have the right to participate in the contemplated Transfer by Transferring its shares of Common Stock up to a number equal to (x) the number of shares of Common Stock proposed to be Transferred by the Notifying Sponsor in such Transfer multiplied by (y) a fraction, the numerator of which shall be the number of shares of Common Stock owned by the Notified Sponsor immediately following the closing of the IPO and the denominator of which shall be the aggregate number of shares of Common Stock owned by both Sponsors immediately following the closing of the IPO; it being understood that if such product is fractional, it shall be rounded down to the nearest whole number. The Notified Sponsor must provide the Notifying Sponsor with written notice of the Notified Sponsor’s intention to participate in such Transfer within three (3) business days of receipt of the Sale Notice.
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Rule 144 Transfer Procedures. (a) Subject to Section 5.03 and Section 3.05(b), each Shareholder may Transfer Company Securities pursuant to Rule 144; provided that (i) each such Transfer is in compliance with the Securities Act and all other applicable securities or "blue sky" laws and (ii) each Shareholder provides at least 24 hours' prior written notice to the Company of a proposed Transfer pursuant to Rule 144 (specifying in such notice the expected date of such Transfer and number of securities to be Transferred).
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Related to Rule 144 Transfer Procedures

  • Transfer Procedures Any successor Owner Trustee, however appointed, will execute and deliver to the predecessor Owner Trustee an instrument accepting such appointment, and such other documents of transfer as may be necessary, and thereupon such successor Owner Trustee, without further act, will become vested with all the estates, properties, rights, powers, duties and trust of the predecessor Owner Trustee in the trust hereunder with like effect as if originally named an Owner Trustee herein and the predecessor Owner Trustee will be fully discharged of its duties and obligations to serve as Owner Trustee hereunder. The predecessor Owner Trustee shall promptly deliver to the successor Owner Trustee all documents, statements and monies held by it under this Agreement. The successor Owner Trustee shall promptly file an amendment to the Certificate of Trust with the Secretary of State identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.

  • Transfer Procedure After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the Company notice of the portion of the Warrant being transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this Warrant. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

  • Registration Procedures In connection with the Company’s registration obligations hereunder, the Company shall:

  • Transfer Provisions Transfers — You may, on or before the Annuity Date and subject to the requirements, limitations and restrictions described in this section, transfer all or part of the Contract Value, less any Loan Account Value, in any Investment Option among other Investment Options, while the Annuitant is living and the Contract is in force. Your transfer request must specify:

  • Other Procedures To the extent not expressly provided for herein, each Discounted Term Loan Prepayment shall be consummated pursuant to procedures consistent with the provisions in this Subsection 4.4(l), established by the Administrative Agent acting in its reasonable discretion and as reasonably agreed by the Borrower.

  • Notification Procedures The Auction Manager will calculate the Applicable Threshold Price no later than the next Business Day after the date that the Return Bids were due. The Auction Manager will insert the amount of Term Loans to be assigned and the applicable settlement date determined by the Auction Manager in consultation with the Offeror onto each applicable Auction Assignment and Acceptance received in connection with a Qualifying Bid. Upon written request of the submitting Lender, the Auction Manager will promptly return any Auction Assignment and Acceptance received in connection with a Return Bid that is not a Qualifying Bid.

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Transmittal Procedures You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.

  • AML Procedures1 4.1 Consistent with the services provided by DST and with respect to the ownership of Shares in the Fund for which DST maintains the applicable Fund shareholder information, DST shall:

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