Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144:
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were last acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and the Owner is not, and during the preceding three months has not been, an affiliate of the Company. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the initial purchasers of the Securities. Dated: (Print the name of the Undersigned, as such term is defined in the second paragraph of this certificate.) By: Name: Title: (If the Undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the Undersigned must be stated.) EXHIBIT D [Form of Unrestricted Securities Certificate] UNRESTRICTED SECURITIES CERTIFICATE (For removal of Securities Act Legends pursuant to § 307(b)) U.S. Bank National Association, as Securities Registrar Two Xxxxx Center 0000 Xxxx Xxxx Xxxxxx 18th Floor Richmond, Virginia 23219 Re: 5.625% Senior Notes due 2024 of Xxxxxxxx Television Group, Inc. (the “Securities”) Reference is made to the Indenture, dated as of July 23, 2014 (the “Indenture”), among Xxxxxxxx Television Group, Inc., a Maryland corporation (the “Company”), the guarantors party thereto, and U.S. Bank National Association, as trustee. Terms used herein and defined in the Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the “Securities Act”), are used herein as so defined. This certificate relates to US$ aggregate principal amount of Securities, which are evidenced by the following certificate(s) (the “Specified Securities”): CUSIP No(s). CERTIFICATE No(s). CURRENTLY IN BOOK-ENTRY FORM: Yes o No o (check one) The person in whose name this certificate is executed below (the “Undersigned”) hereby certifies that either (i) it is the sole beneficial owner of the Specified Securities or (ii) it is acting on behalf of all the beneficial owners of the Specified Securities and is duly authorized by them to do so. Such beneficial owner or owners are referred to herein collectively as the “Owner.” If the Specified Securities are represented by a Global Security, they are held through the Depositary or an Agent Member in the name of the Undersigned, as or on behalf of the Owner. If the Specified ...
Rule 144 Transfers. The Company shall use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, including by delivering any required instruction letters and legal opinions to its transfer agent. For so long as the Shareholder and the CPPIB Restricted Party beneficially own, in the aggregate, more than five percent (5%) of the outstanding shares of Shares, the Shareholder shall use commercially reasonable efforts to deliver a written notice to the Company prior to a disposition of Shares by such Persons pursuant to Rule 144 but otherwise as promptly as practicable following such disposition.
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144: (A) the transfer is occurring after a holding period of at least one year (computed in accordance with paragraph (d) of Rule 144) has elapsed since the date the Specified Securities were acquired from the Company or from an affiliate (as such term is defined in Rule 144) of the Company, whichever is later, and is being effected in accordance with the applicable amount, manner of sale and notice requirements of paragraphs (e), (f) and (h) of Rule 144; or
Rule 144 Transfers. After the second anniversary of this agreement, each Family Holder may transfer shares of Common Stock, in the same amounts and in the same manner as that Family Holder would be permitted to transfer shares, if the Family Holder was an affiliate (as defined in Rule 144 of the Securities Act of 1933, as amended (the "Securities Act") of the Company.
Rule 144 Transfers. For so long as the Stockholder and the Stockholder Affiliates beneficially own, in the aggregate, more than five percent (5%) of the outstanding shares of Common Stock, the Stockholder and Stockholder Affiliates shall use commercially reasonable efforts to consult with the Company, and the Company shall use commercially reasonable efforts to consult with the Stockholder and Stockholder Affiliates, as well as the Third Party Stockholder, in each case, in connection with dispositions of Common Stock by such Persons pursuant to Rule 144.
Rule 144 Transfers. The Company shall use its commercially reasonable efforts to ensure that the conditions to the availability of Rule 144 set forth in paragraph (c) thereof shall be satisfied, including by delivering any required instruction letters and legal opinions to its transfer agent.
Rule 144 Transfers. If the transfer is being effected pursuant to Rule 144, the Notes are being transferred in a transaction permitted by Rule 144. This certificate and the statements contained herein are made for your benefit and the benefit of the Company and the Initial Purchasers. Dated: (Print the name of the undersigned, as such term is defined in the second paragraph of this certificate) By: Name: Title: (If the undersigned is a corporation, partnership or fiduciary, the title of the person signing on behalf of the undersigned must be stated) Exhibit E ELECTION FORM TO BE COMPLETED ONLY IF THE HOLDER ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER The undersigned hereby irrevocably requests and instructs the Company to repurchase the relevant Note (or the portion thereof specified below), pursuant to its terms, on the Change of Control Payment Date specified in the Change of Control Offer, for the Change of Control Payment specified in the within Note, to the undersigned, , at (please print or typewrite name and address of the undersigned). For this election to accept the Change of Control Offer to be effective, the Company must receive, at the address of the Paying Agent set forth below or at such other place or places of which the Company shall from time to time notify the Holder of the relevant Note, either (i) this Note with this “Election Form” form duly completed, or (ii) a telegram, telex, facsimile transmission or a letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, Inc. or a commercial bank or a trust company in the United States setting forth (a) the name of the Holder of the Note, (b) the principal amount of the Note, (c) the principal amount of the Note to be repurchased, (d) the certificate number or description of the tenor and terms of the Note, (e) a statement that the option to elect repurchase is being exercised, and (f) a guarantee stating that the Note to be repurchased, together with this “Election Form” duly completed will be received by the Paying Agent five Business Days prior to the Change of Control Payment Date. The address of the Paying Agent is Xxxxx Fargo Bank, National Association, Xxxxx Fargo Bank — DAPS Reorg, MAC NT303-121, 000 0xx Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000, fax: (000) 000-0000 and email: XXXXXxxxx@xxxxxxxxxx.xxx. If less than the entire principal amount of the relevant Note is to be repurchased, specify the portion thereof (which principal amount mus...
Rule 144 Transfers. The Class A Purchasers party hereto hereby agree that such Class A Purchasers shall not sell pursuant to Rule 144 any securities of the Corporation held by them until the first anniversary of the initial closing of the sale of Class B1 Preferred or, if earlier, such time as any Class B1 Purchaser party hereto is eligible to sell any securities of the Corporation held by such Class B1 Purchaser pursuant to Rule 144.
Rule 144 Transfers. (a) Following a Company Distribution, the Sponsors shall at all times use reasonable efforts to coordinate any Rule 144 Transfers proposed to be, or actually, made by them.
