Registered Transfer definition
Examples of Registered Transfer in a sentence
Such Proposed Transfer Notice shall offer the Investor the right to purchase any or all of the Equity Securities proposed to be sold, offered for sale, disposed of or otherwise transferred in such Proposed Registered Transfer at the price per share of Common Stock in cash set forth in the Proposed Transfer Notice, or in the case of Equity Securities other than Common Stock, the amount therefor implied by such price per share of Common Stock, as set forth in the Proposed Transfer Notice.
In addition, the Company shall engage a Registered Transfer Agent upon the request of the Underwriter if either DTC or the Underwriter’s clearing broker-dealer require a Registered Transfer Agent in order to conduct closings of the Common Shares and/or hold the Common Shares.
No transfer of a Restricted Physical Note shall be registered by the Registrar unless the Registrar receives Notice of Registered Transfer that such Note was sold pursuant to an effective registration statement under the Securities Act, or the Registrar receives an Opinion of Counsel satisfactory to it and the Company, addressed to it and to the Company, to the effect that such transfer is exempt from the registration requirements of the Securities Act.
Citizens’ Collection Stations and “Small” Registered Transfer Stations.
Date: , as Trustee By Authorized Signatory Countersigned and Registered: Transfer Agent and Registrar By Authorized Signatory For value received hereby sell(s), assign(s) and transfer(s)unto Units of Beneficial Interest represented by the within Certificate, and do(es) hereby constitute and appoint irrevocably Attorney to transfer said Units on the records of within named The Bank of New York, Trustee, with full power of substitution in the premises.
If required pursuant to Section 2.2(a), each Specified Holder proposing to make or enter into a Registered Transfer must deliver a Transfer Notice to the ROFR Purchaser (and, in all cases, the Company) prior to entry into any binding agreement with respect to such Registered Transfer.
After receipt of any 144 Notice or any Registration Notice, the Sponsors shall not Sell any Common Stock (other than in accordance with such 144 Notice or Registration Notice, as applicable or pursuant to a preexisting agreement with respect to Transfers in accordance with Section 4.7) prior to the earlier of (i) the applicable 144 Transfer or Registered Transfer and (ii) five (5) Business Days after the Time of First Sale as specified in such Notice.
Each Notified Sponsor shall have a period of three (3) Business Days following the receipt of the Registration Notice within which to elect to participate in the Registered Transfer and to specify the amount of Common Stock that it desires to Sell in such Registered Transfer.
Any Registered Transfer, Rule 144 Transfer or any other Transfer of the Common Stock by the Company (excluding, for the avoidance of doubt, a Company Distribution in accordance with Section 3.2 or Section 3.3 that does not require unanimous consent of the Sponsors) shall require unanimous consent of the Sponsors.
In no event will any Sponsor exercise registration rights under Article IV of the Stockholders Agreement without first complying with this Section 4.3 and any resulting demand or exercise shall be made on the basis of all Sponsors electing to participate in such Registered Transfer and they shall together be deemed to be the Demand Stockholders with respect to such Sale as such term is used in the Stockholders Agreement.