Block Sales. CLNY and its controlled Affiliates (including, for the avoidance of doubt, CCOC) may not Transfer (as such term is defined in the Charter) CCOC Shares if such Transfer would violate Article VII of the Charter.
Block Sales. On and after the tenth anniversary of the Effective Time (the “Tenth Anniversary”) and prior to the first date on which LATAM would be permitted under applicable Law in Brazil and other applicable Law to fully convert all of the shares of Holdco 1 Non-Voting Stock beneficially owned by LATAM and its Affiliates into shares of Holdco 1 Voting Stock and such conversion would not have any Adverse Effect (the “Full Conversion Date”), TEP may sell or transfer all (but not less than all) of its shares of Holdco 1 Voting Stock to any Person in a single block sale (a “Block Sale”) if (but only if) such Block Sale complies with all of the requirements set forth in this Section 3.01(a).
Block Sales. In the event the Company engages an Agent for a sale of Placement Shares that would constitute a "block" within the meaning of Rule 10b-18(a)(5) under the Exchange Act (a "Block Sale"), the Company will provide the Agent, at such Agent's request and upon reasonable advance notice to the Company, on or prior to the Settlement Date, the opinions of counsel, accountant's letter and officers' certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents and information as the Agent shall reasonably request.
Block Sales. (a) Subject to Section 4.01(d), if at any time the GA Entities or the Quadrangle Entities propose to Transfer any Company Securities in a Block Sale (such party being referred to as the “Block Sale Transferor”), the Block Sale Transferor shall first give not less than ten (10) Business Days prior written notice (the “Block Sale Notice”) to the Company and the other Institutional Shareholder (such Institutional Shareholder, a “Block Sale Notice Recipient”) of its intention to Transfer Company Securities pursuant to a Block Sale.
Block Sales. If the THL Group, as part of a plan of distribution pursuant to an offer and sale of Registrable Securities under Section 1.1 hereof, effects a registered block sale with one or more market professionals, RLB shall have the right to participate in such a sale on a pro rata basis with the THL Group (such percentage to be computed based on the number of Registrable Securities owned by each such Stockholder).
Block Sales. Notwithstanding anything to the contrary in this Agreement, after the Initial Public Offering, each Stockholder (the “Initiating Block Transferor”) shall, no later than 24 hours prior to the time such offering is to commence, notify each other Stockholder (the “Potential Block Participant”) when it plans to Transfer any or all of its Shares pursuant to a block trade of at least 10,000 shares or with a market value of at least $200,000. Each Potential Block Participant shall be entitled to participate in such block transfer pro rata based on its percentage ownership of Shares held by all Stockholders at the time of such proposed transfer. In the event any Potential Block Participant agrees to forego its full pro rata share of the block sale by written notice to the Initiating Block Transferor and all other Potential Block Participants, the remainder shall be re-allocated pro rata among the Initiating Block Transferor and all other Potential Block Participants in like manner (except that the Shares held by such forfeiting Potential Block Participant shall be excluded from such calculation).
Block Sales. After the Initial Public Offering, each Stockholder (the “Initiating Block Transferor”) shall notify each other Stockholder (the “Potential Block Participant”) when it plans to Transfer any or all of its Shares pursuant to a block trade of at least 10,000 shares or with a market value of at least $200,000. Each Potential Block Participant shall be entitled to participate in such block transfer pro rata based on its percentage ownership of Shares held by all Stockholders at the time of such proposed transfer. In the event any Potential Block Participant agrees to forego its full pro rata share of the block sale by written notice to the Initiating Block Transferor and all other Potential Block Participants, the remainder shall be re-allocated pro rata among the Initiating Block Transferor and all other Potential Block Participants in like manner (except that the Shares held by such forfeiting Potential Block Participant shall be excluded from such calculation).
Block Sales. Notwithstanding anything in Section 2(c), any of the Holders shall be permitted to demand or participate in a Block Sale, subject to the provisions of this Section 2(d). All requests for a Block Sale (a “Holder Block Sale”) shall be made by giving written notice to the Company (a “Block Sale Notice”). Each Block Sale Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Holder Block Sale and the proposed date of such proposed Holder Block Sale, provided that such date must be at least five (5) Business Days after receipt of the Block Sale Notice. Within two (2) Business Days after receipt of any Block Sale Notice and no later than 48 hours before the date of such proposed Holder Block Sale, the Company shall give written notice of such requested Holder Block Sale to all other Holders (a “Company Block Sale Notice”)(which Block Sale Notice each Holder shall hold in confidence until the earlier of (x) such time as such Holder Block Sale has been publicly disclosed and (y) six (6) months after receipt of such notice, unless required to be disclosed by any applicable law, rule, regulation, order, decree or subpoena or otherwise agreed by the Company) and, subject to the provisions of Section 2(e) below, shall include in such Holder Block Sale all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 24 hours of sending the Company Block Sale Notice.
Block Sales. Offers and sales pursuant to the Shelf Registration Statement may only be made in open market transactions.
Block Sales. Notwithstanding the foregoing, but subject to the Governance Agreement, if any Takedown Holder(s) whose Registrable Securities are included in the Shelf Registration Statement wish to engage in a Block Sale then notwithstanding the foregoing time periods, such Takedown Holder(s) shall notify the Company and the other Holders of the Block Sale two (2) full Business Days prior to the day such offering is to commence, and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall as promptly as reasonably practicable use its commercially reasonable efforts to facilitate such offering (which may close as early as two (2) Business Days after the date it commences); provided, that Takedown Holders representing a majority of the Registrable Securities wishing to engage in the Block Sale shall use commercially reasonable efforts to work with the Company and the Underwriters prior to making such request in order to facilitate preparation of the registration statement, Prospectus and other offering documentation related to the Block Sale.
