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 except as contemplated in the Registration Statement referred to in Section 7.1 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.

  • Permitted Transfers Within Escrow 5.1 Transfer to Directors and Senior Officers

  • 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.

  • 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 in any manner transfer any property without prior or present receipt of full and adequate consideration.

  • 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.

  • Right to Include Registrable Securities If the Company at any time proposes to register any of its securities under the Securities Act (other than on Form S-4 or S-8 or any successor or similar forms and other than pursuant to Section 3.1), whether or not for sale for its own account, it will each such time give prompt written notice to all holders of Registrable Securities of its intention to do so and of such holders’ rights under this Section 3.2. Upon the written request of any such holder made within 10 business days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method of disposition thereof), the Company will, subject to the terms of this Agreement, use its commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered, by inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to register (whether or not for sale for its own account), provided that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to request that such registration be effected as a registration under Section 3.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 3.1, nor shall any such registration hereunder be deemed to have been effected pursuant to Section 3.1. The Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 3.2. Underwriting discounts and commissions and transfer or other taxes (if any) in connection with each such registration shall be allocated pro rata among all Persons on whose behalf securities of the Company are included in such registration, on the basis of the respective amounts of the securities then being registered on their behalf.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

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