Annual Disposition Restriction Sample Clauses

Annual Disposition Restriction. (a) Following the first (1st) anniversary of the Merger Closing Date, each Restricted Shareholder (other than H. Xxxxxxx Xxxxx, III) shall have the right to Dispose of his Merger Shares as follows: (i) until the second (2nd) anniversary of the Merger Closing Date, up to twenty percent (20%) of the Merger Shares received by such Restricted Shareholder; (ii) until the third (3rd) anniversary of the Merger Closing Date, up to forty percent (40%) of the Merger Shares received by such Restricted Shareholder (inclusive of any Merger Shares permitted to be Disposed of pursuant to clause (a)(i) above); (iii) until the fourth (4th) anniversary of the Merger Closing Date, up to sixty percent (60%) of the Merger Shares received by such Restricted Shareholder (inclusive of any Merger Shares permitted to be Disposed of pursuant to clauses (a)(i) and (a)(ii) above); and (iv) until the fifth (5th) anniversary of the Merger Closing Date, up to eighty percent (80%) of the Merger Shares received by such Restricted Shareholder (inclusive of any Merger Shares permitted to be Disposed of pursuant to clauses (a)(i), (a)(ii) and (a)(iii) above). Following the fifth (5th) anniversary of the Merger Closing Date, there shall be no further restrictions on the Disposition of Merger Shares by the Restricted Shareholders (other than H. Xxxxxxx Xxxxx, III) pursuant to this Section 2. (b) Following the third (3rd) anniversary of the Merger Closing Date, H. Xxxxxxx Xxxxx, III shall have the right to Dispose of his Merger Shares as follows: (i) until the fourth (4th) anniversary of the Merger Closing Date, up to twenty percent (20%) of the Merger Shares received by him; (ii) until the fifth (5th) anniversary of the Merger Closing Date, up to forty percent (40%) of the Merger Shares received by him (inclusive of any Merger Shares permitted to be Disposed of pursuant to clause (b)(i) above); (iii) until the sixth (6th) anniversary of the Merger Closing Date, up to sixty percent (60%) of the Merger Shares received by him (inclusive of any Merger Shares permitted to be Disposed of pursuant to clauses (b)(i) and (b)(ii) above); and (iv) until the seventh (7th) anniversary of the Merger Closing Date, up to eighty percent (80%) of the Merger Shares received by him (inclusive of any Merger Shares permitted to be Disposed of pursuant to clauses (b)(i), (b)(ii) and (b)(iii) above). Following the seventh (7th) anniversary of the Merger Closing Date, there shall be no further restrictions on the Dispo...
Sample 1
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Related to Annual Disposition Restriction

  • Final Disposition Notwithstanding any other provision in this Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

  • Data Disposition When the contracted work has been completed or when the Data is no longer needed, except as noted above in Section 5.b, Data shall be returned to DSHS or destroyed. Media on which Data may be stored and associated acceptable methods of destruction are as follows: Data stored on: Will be destroyed by:

  • Distribution Restrictions The Employer must elect in Section 6.03 the Adoption Agreement the distribution events permitted under the Plan. The distribution events applicable to the Participant's Deferral Contributions Account, Qualified Nonelective Contributions Account and Qualified Matching Contributions Account must satisfy the distribution restrictions described in paragraph (m) of Section 14.03.

  • Campaign Contribution Restriction For all State contracts as defined in Conn. Gen. Stat. § 9- 612(g)(1) having a value in a calendar year of $50,000 or more or a combination or series of such agreements or contracts having a value of $100,000 or more, the authorized signatory to this Contract expressly acknowledges receipt of the State Elections Enforcement Commission's notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of the notice, as set forth in “Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contribution and Solicitation Limitations,” attached as Exhibit C.

  • 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. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, 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 conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor 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.

  • Partial Disposal During Term of Service Agreement Throughout the Term of the Service Agreement, LEA may request partial disposal of Student Data obtained under the Service Agreement that is no longer needed. Partial disposal of data shall be subject to LEA’s request to transfer data to a separate account, pursuant to Article II, section 3, above.

  • Investment Restrictions As described in Fund’s current prospectus and SAI provided by Manager and as agreed to by Sub-Adviser.

  • Post-Termination Restrictions For the purposes of Clause 1.2 below, the following words shall have the following meanings:

  • Dispositions and Involuntary Dispositions Subject to Section 2.06(b)(ii)(D) and the terms set forth in any applicable Incremental Amendment, Extension Amendment, Refinancing Amendment or Replacement Amendment, the Borrower will prepay the Term Loans (if any) on the fifth Business Day following receipt of Net Cash Proceeds in an amount equal to 100% of the Net Cash Proceeds received from any Disposition pursuant Section 8.05(b) or any Involuntary Disposition by the Borrower or any Restricted Subsidiary; provided that if (x) the Borrower delivers, no later than the last day of such five Business Day period following receipt, a certificate of a Responsible Officer to the Administrative Agent setting forth the Borrower’s intent to reinvest such proceeds in assets useful in the business of the Borrower or any Restricted Subsidiary and (y) no Default or Event of Default shall have occurred and be continuing at the time of such certificate or at the proposed time of the application of such proceeds, and such proceeds shall not be required to be applied to prepay the Term Loans except to the extent such proceeds are not so reinvested within (A) twelve (12) months following receipt of such Net Cash Proceeds or (B) if the Borrower or any Restricted Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, the later of (I) twelve (12) months following receipt thereof and (II) one hundred eighty (180) days after the end of such 12-month period.

  • Discontinued Disposition By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in Section 3(d)(iii) through (vi), such Holder will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The Company will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as is practicable. The Company agrees and acknowledges that any periods during which the Holder is required to discontinue the disposition of the Registrable Securities hereunder shall be subject to the provisions of Section 2(d).

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