Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.
Transfer of Restricted Securities. Each Purchaser acknowledges that the Restricted Securities are transferable only pursuant to: (a) public offerings registered under the Securities Act; (b) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available; and (c) any other legally available means of transfer. In connection with the transfer of any Restricted Securities (other than a transfer described in clauses (a) or (b) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. In addition, upon the request of Interprise, the Company shall promptly supply to Interprise or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.
Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (iii) subject to the conditions specified in Section 4.02 below, any other legally available exemption from the registration requirements of the Securities Act.
Transfer of Restricted Securities. Management Stockholder shall not, directly or indirectly, transfer, sell, assign, pledge, offer or otherwise dispose of any interest in any Restricted Securities (a "Transfer") except pursuant to (i) Section 3.3 or Section 3.4 hereof, (ii) Section 3(a) (participation rights), Section 3(c) (permitted transfers) and Section 5 (sale of the company) of the LLC Securityholders Agreement, or (iii) a Public Sale (clauses (i) through (iii) collectively referred to herein as "Exempt Transfers"). Prior to effecting any Transfer of Restricted Securities (other than (y) to the Company, to any Other Senior Managers or to the Investors or (z) in connection with a Public Sale or Sale of the Company), Management Stockholder shall obtain from each transferee their written agreement to be bound by the provisions of Section 3 of this Agreement for the benefit of the Company, the Other Senior Managers and the Investors.
Transfer of Restricted Securities. (a) Restricted Securities are transferable (i) pursuant to public offerings registered under the Securities Act, (ii) pursuant to Rule 144 (except pursuant to Rule 144(k) if the Company’s shares have not become publicly traded) if such rule is available, (iii) subject to the conditions specified in paragraph (b) below, to a Permitted Transferee, and (iv) subject to the conditions specified in paragraphs (b) and (c) below and in Sections 4.02, 4.03 and 4.04, any other legally available means of Transfer; provided, however, that in no event may any Stockholder Transfer Restricted Securities pursuant to this clause (iv) to any Person (or an Affiliate of such Person) which competes materially and directly with the Company in a material service line and market of the Company (but no bank, insurance company or other similar institutional investor shall be deemed to be such a competitor); and provided further that no Management Stockholder may Transfer Restricted Securities except to a Permitted Transferee or in connection with a Transfer pursuant to Sections 4.02 (as a Participating Tag-along Stockholder (as defined therein)) or 4.04.
Transfer of Restricted Securities. Each Purchaser agrees that it will not sell, transfer or otherwise dispose of any Note, in whole or in part, except pursuant to an effective registration statement under the Securities Act, or an exemption from registration thereunder.
Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer; ---------- provided that the conditions specified in clause (b) shall be deemed to have ---------- been satisfied without any further action or evidence if the holder of any Restricted Securities shall deliver to the Company a written notice stating that the holder is transferring Restricted Securities to an Affiliate of a Purchaser, provided that the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the provisions contained in this Section 5; provided further, that --------- this Section 5 shall not limit the right of each TCW/Crescent Lender to pledge --------- Restricted Securities held by it to a trustee for the benefit of secured noteholders pursuant to documents relating to the financing of such TCW/Crescent Lender.
Transfer of Restricted Securities. This Note and the shares of Common Stock issuable upon the conversion hereof (collectively, "Restricted Securities") are transferable only pursuant to (i) a public offering registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) Rule 144 promulgated under the Securities Act (or any similar rule then in force) if such rule is available, or (iii) any other legally available means of transfer.
Transfer of Restricted Securities. Re: 8% Convertible Senior Notes Due 2013 (the “Securities”) of AbitibiBowater Inc. This certificate relates to $ principal amount of Securities owned in (check applicable box) ¨ book-entry or ¨ definitive form by (the “Transferor”). The Transferor has requested a Registrar or the Trustee to exchange or register the transfer of such Securities. In connection with such request and in respect of each such Security, the Transferor does hereby certify that the Transferor is familiar with transfer restrictions relating to the Securities as provided in Section 2.12 of the Indenture dated as of April 1, 2008 between AbitibiBowater Inc., Bowater Incorporated, as guarantor, and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”), and the transfer of such Security is being made pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) (check applicable box) or the transfer or exchange, as the case may be, of such Security does not require registration under the Securities Act because (check applicable box): ¨ Such Security is being transferred pursuant to an effective registration statement under the Securities Act. ¨ Such Security is being acquired for the Transferor’s own account, without transfer. ¨ Such Security is being transferred to the Company or a Subsidiary (as defined in the Indenture) of the Company. ¨ Such security is being transferred to a person the Transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A or any successor provision thereto (“Rule 144A”) under the Securities Act) that is purchasing for its own account or for the account of a “qualified institutional buyer”, in each case to whom notice has been given that the transfer is being made in reliance on such Rule 144A, and in each case in reliance on Rule 144A. ¨ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements under the Securities Act in accordance with Rule 144 (or any successor thereto) (“Rule 144”) under the Securities Act. ¨ Such Security is being transferred pursuant to and in compliance with an exemption from the registration requirements of the Securities Act (other than an exemption referred to above) and as a result of which such Security will, upon such transfer, cease to be a “restricted security” within the meaning of Rule 144 under the Securities Act. The Transferor acknowledges and agrees that, if the...
Transfer of Restricted Securities. No holder of Restricted Securities (other than Madison Dearborn Capital Partners III, L.P. or its affiliates) shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his Restricted Securities (a "Transfer"), except pursuant to the provisions of this paragraph 3.