Transfer After an IPO Sample Clauses

Transfer After an IPO. For a period of five years after the Initial Public Offering, no Stock may be Transferred if, immediately following such Transfer, the percentage of the Stockholder's Stock sold by the Stockholder in or after the IPO (including in the Transfer in question) would exceed the percentage of AFJ's Shares sold by AFJ in or after the IPO. For purposes of the preceding sentence: (i) the Stockholder shall be treated as including his Permitted Transferees; (ii) the percentage sold by a person shall be measured against the number of Shares held by such person as of immediately prior to the IPO (for example, if the Stockholder owned 100 shares immediately prior to the IPO, and then sold no shares in the IPO and 5 shares after the IPO, the percentage of shares sold by the Stockholder in or after the IPO would be 5%); (iii) an equitable adjustment shall be made for any forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction involving the Company's capital stock; and (iv) the percentages in each case shall be calculated on a Fully Diluted Basis. AFJ shall have the right to enforce this Section 8 against the Stockholder as if AFJ were a party hereto.
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Transfer After an IPO. During the period starting on the IPO and ending on the first anniversary of the IPO, any Transfer of Stock by the Stockholder is prohibited to the extent that, immediately following such Transfer, the percentage of the Stockholder's Stock Transferred by the Stockholder in or after the IPO (including in such Transfer) would exceed two times the AFJ Percentage (determined as of immediately after such Transfer). During the period starting on the day after the first anniversary of the IPO and ending on the second anniversary of the IPO, any Transfer of Stock by the Stockholder is prohibited to the extent that, immediately following such Transfer, the percentage of the Stockholder's Stock Transferred by the Stockholder in or after the IPO (including in such Transfer) would exceed three times the AFJ Percentage (determined as of immediately after such Transfer). During the period starting on the day after the second anniversary of the IPO and ending 30 months after the IPO, any Transfer of Stock by the Stockholder is prohibited to the extent that, immediately following such Transfer, the percentage of the Stockholder's Stock Transferred by the Stockholder in or after the IPO (including in such Transfer) would exceed four times the AFJ Percentage (determined as of immediately after such Transfer). "AFJ Percentage", as of any specified time, means the percentage of AFJ's Shares sold by AFJ in or after the IPO up to and including such specified time. For purposes of this Section 8: (i) the Stockholder shall be treated as including his Permitted Transferees; (ii) an equitable adjustment shall be made for any forward or reverse stock split, stock dividend, stock combination, recapitalization or similar transaction involving the Company's capital stock; and (iii) the percentage sold by a person (including the AFJ Percentage, in the case of AFJ) shall be calculated by dividing (A) the total number of Shares sold by such person in or after the IPO (determined on a Fully Diluted Basis) by (B) the number of Shares held by such person as of immediately prior to the IPO (determined on a Fully Diluted Basis). For example, if the Stockholder owned (immediately prior to the IPO) 50 shares outright and unexpired options for 50 shares (regardless of whether such options were vested), sold no shares in the IPO, and sold 5 shares after the IPO, then, as of the time of such sale of 5 shares, the percentage of shares sold by the Stockholder in or after the IPO would be 5%. AFJ shal...
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Transfer After an IPO. (a) During the four year period starting on (and including) the IPO and ending on the fourth anniversary thereof, any Transfer of Stock is prohibited to the extent that, immediately following such Transfer, the cumulative percentage of Stock Transferred in or after the IPO would exceed the AFJ Percentage. "
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Related to Transfer After an IPO

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Transfer of Shares After Registration; Suspension (a) The Investor agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act other than transactions exempt from the registration requirements of the Securities Act, except as contemplated in the Registration Statement referred to in Section 6.1 and as described below, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Investor or its plan of distribution.

  • Transfer Books; No Further Ownership Rights in Company Stock The Merger Consideration paid in respect of shares of Company Common Stock upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

  • Transfer Books; No Further Ownership Rights in Shares At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares on the records of the Company. From and after the Effective Time, the holders of Certificates and Book-Entry Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Agreement.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

  • Company Not Surviving Following Exchange Event If the Exchange Event results in the Company not continuing as a publicly held reporting entity, the definitive agreement will provide for the holders of Rights to receive the same per share consideration as the holders of the Common Stock will receive in with the Exchange Event, for the number of shares such holder is entitled to pursuant to Section 3.1 above.

  • Restrictions on Public Sale by Holder of Registrable Securities To the extent not inconsistent with applicable law, each Holder whose securities are included in a registration statement agrees not to effect any sale or distribution of the issue being registered or a similar security of the Company, or any securities convertible into or exchangeable or exercisable for such securities, including a sale pursuant to Rule 144 under the Securities Act, during the 14 days prior to, and during the 90-day period beginning on, the effective date of such registration statement (except as part of such registration), if and to the extent requested in writing by the Company in the case of a non-underwritten public offering or if and to the extent requested in writing by the managing underwriter or Underwriters in the case of an underwritten public offering.

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