Stop Transfer Instructions definition

Stop Transfer Instructions. Restrictive Legend, Upon original issuance thereof, and until such time as the same is no longer required under this Agreement, and/or the applicable requirements of the applicable laws and regulations of each governmental authority having jurisdiction over the issuance, sale, transfer or other disposition of the Shares: (a) E-Pub shall issue "stop transfer" instructions to the transfer agent of the E-Pub Stock, and such other instructions as E-Pub may deem advisable to prevent the sale, assignment, transfer or other disposition of any of the Shares; (b) any certificate or certificates evidencing ▇▇▇▇▇▇▇'▇ ownership of the Shares (and all certificates issued in exchange therefor or substitution thereof) shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR SALE BY THE HOLDER HEREOF UNDER THE APPLICABLE LAWS AND/OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION WITH RESPECT THERETO. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID LAWS OR REGULATIONS" and (c) in the event that the transfer agent of the E-Pub Stock shall fail or refuse for any reason to implement the "stop transfer" instructions set forth in sub-section (a) hereof, or to place the legend set forth in sub-section (b) hereof upon each of the Global Certificates evidencing the Shares, Pearson shall enter into an escrow agreement with E-Pub and the Custodian which shall provide that the Custodian shall hold all of the Shares in accordance with, and subject to, the various restrictions and limitations on transfer of the Shares imposed by Section 16 of this Agreement.
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Stop Transfer Instructions. The Company has, with respect to all Common Stock (other than the Securities to be sold pursuant to this Agreement) and other Capital Stock and any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock owned or held (of record or beneficially) by any of the persons who have entered into or are required to enter into an agreement in the form of Exhibit C hereto, instructed the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period (as defined below); during the Lock-Up Period, the Company will not cause or permit any waiver, release, modification or amendment of any such stop transfer instructions or stop transfer procedures without the prior written consent of ▇▇▇▇▇ and Wachovia; and, in the event that the Lock-up Period is extended as provided in Section 3(j) below, the Company will promptly notify the transfer agent or other registrar and all of the persons who have entered into an agreement in the form of Exhibit C hereto of such extension.
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Examples of Stop Transfer Instructions in a sentence

  • LOCK-UP 9 5.1 Agreement to Lock-Up 9 5.2 Stop Transfer Instructions 9 6.

  • After the twelve (12) month period following the Effective Date of this Agreement has lapsed, the Company shall direct the transfer agent to release Stop Transfer Instructions.

  • Holders of ADR(s) registered in name on the books of the Depositary (other than DTC) will, as a precondition for exercising voting rights, be required to irrevocably instruct the Depositary not to transfer the ADR(s) (and not to cancel such ADR(s) upon receipt of cancellation and withdrawal instructions) evidencing the ADSs in respect of which voting instructions have been given ("Stop Transfer Instructions").

  • Under no circumstances will the Client place stop transfer instructions ("Stop Transfer Instructions") with its transfer agent with respect to the Shares.

  • The Depositary shall not honor any voting instructions except with respect to, and only to the extent of, the number of ADS either (a) timely received timely for Blocking or (b) for which it has received Stop Transfer Instructions.

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer the ADR(s) (and cancel ADR(s) upon receipt of cancellation and withdrawal instructions) indicated in such Stop Transfer Instructions, during the Blocking Period.

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer, or cancel, upon receipt of cancellation and withdrawal instructions, the ADSs indicated in such Stop Transfer Instructions, during the Blocking Period.

  • Stop Transfer Instructions...............................................

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon receipt of cancellation and withdrawal instructions) the Receipts indicated in such Stop Transfer Instructions, during the Blocked Period.

  • In the event places Stop Transfer Instructions with respect to the Shares, Consultant may deliver this Agreement to the transfer agent of Client, and notwithstanding the Stop Transfer Instructions, transfer agent may then transfer the Shares at the direction of the Consultant or Consultant's agent.

Related to Stop Transfer Instructions

  • Transfer Instructions are the information that you provide when using the Service. “Us,” “We,” and “Our” means Credit Union.

  • Transfer Instruction is a specific information provided for a transfer to be made that you provide to the Account to Account Transfer Service for a transfer of funds.

  • RBC instructions means the RBC report, including risk-based capital instructions adopted by the NAIC, as the RBC instructions may be amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue the Put Shares and the Commitment Shares pursuant to the Transaction Documents, in the form of Exhibit C attached hereto.

  • Delivery Instructions means the instructions set out in the Contract for the provision of the Goods and Services, including any other information the Authority considers appropriate to the provision of the Goods and Services.