CONTENTS OF TRANSFER NOTICE Sample Clauses

CONTENTS OF TRANSFER NOTICE. The Transfer Notice shall identify the Purchaser, and all shareholders holding 10% or more of the shares in the capital of the Purchaser (other than shareholders of publicly traded stock on any national exchange) and shall specify the Transferor’s Shares and Shareholder Loans that are to be Transferred (the “Offered Interests”), the terms of the proposed Transfer and the price per Share offered by the Purchaser for the Offered Interests, which must be wholly in cash, cash equivalents or readily marketable securities (the terms and price together are referred to hereinafter as the “Offer Terms”).
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CONTENTS OF TRANSFER NOTICE. The Transfer Notice must specify: i) the Group which the Shares to be sold or transferred form part or all of (the "Specified Group"); ii) the number of Shares the Intending Seller intends to sell or transfer (the "Specified Shares"); and iii) the sum which the Intending Seller proposes as the sale price of the Specified Shares (the "Proposed Sale Price").
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CONTENTS OF TRANSFER NOTICE. A Transfer Notice must specify: a the number of Shares the Proposing Transferor intends to sell or transfer (Sale Shares); and b the proposed sale price and terms of sale including payment terms (Proposed Sale Price).
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CONTENTS OF TRANSFER NOTICE. Subject to the last sentence of this Section 3.2, each Transfer Notice to be provided by a Slavik Shareholder (each, a "Transferring Shareholder") to GWW xxxxx be substantially in the form set forth in Exhibit A and shall indicate the Transferring Shareholder's good faith intention to make a Transfer of Restricted Shares and shall set forth (i) the method of making the proposed Transfer; (ii) the number of Restricted Shares proposed to be Transferred by such Transferring Shareholder (the "Offered Shares"), (iii) the name and mailing address of the proposed purchaser or proposed transferee, as the case may be, (iv) if the proposed Transfer is a proposed sale, the proposed purchase price per share of the Offered Shares (the "Offer Price") and (v) the other terms and conditions of the proposed Transfer; provided that (i) if the proposed Transfer of Offered Shares is to be made pursuant to a "brokers transaction" (within the meaning of section 4(4) of the Securities Act) or a transaction directly with a "market maker" (as that term is defined in section 3(a)(38) of the Securities Act) as contemplated by Rule 144, the Transfer Notice may state that the proposed purchaser(s) are open market purchasers (in which case no address need be provided) and (ii) instead of specifying an Offer Price, the Transfer Notice may state that the proposed purchase price per share of the Offered Shares shall be (A) the market price for shares of GWW Common Stock on the New York Stock Exchange at the time of the Transfer, (B) the market price for shares of GWW Common Stock on the New York Stock Exchange at the time of the Transfer but not less than a specified amount, (C) a price calculated based on a specified premium (or discount) over (or under) the market price for shares of GWW Common Stock on the New York Stock Exchange at the time of the Transfer, (D) a price calculated based on an average of the market price for shares of GWW Common Stock on the New York Stock Exchange over a specified time period prior to the Transfer, (E) a price calculated using a specified and determinable formula similar to any of the foregoing based on the market price for shares of GWW Common Stock on the New York Stock Exchange at or prior to the Transfer or (F) a price calculated using any of the foregoing formulas but not less than a specified amount (each referred to herein as a "Market Price"); provided that if the Transfer Notice merely states that the proposed purchase price per share of the O...
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CONTENTS OF TRANSFER NOTICE. (a) Any Transfer Notice must state all of the matters set out below: (b) the number of Sale Securities that the Shareholder is entitled to purchase; (c) the sale price of the Sale Securities (Sale Price); (d) the time (being not less than 20 Business Days nor more than 30 Business Days) within which the offer, if not accepted in accordance with clause 13.4, will be deemed to be declined; and (e) that if the Shareholder wishes to purchase Sale Securities in excess of that Shareholder's entitlement, the Shareholder must, when accepting the offer, state the number of excess Sale Securities that the Shareholder wishes to purchase.
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Related to CONTENTS OF TRANSFER NOTICE

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

  • Identity of Transfer Agent The Transfer Agent for the Common Stock is Corporate Stock Transfer, Inc. with a mailing address of 3000 Xxxxxx Xxxxx Xxxxx Xxxxx #000, Xxxxxx, XX 00000. Upon the appointment of any subsequent transfer agent for the Shares, the Company will mail to the Warrant Holder a statement setting forth the name and address of such transfer agent.

  • Terms of Transfer Upon the transfer referred to in Section 6.1 becoming effective: (a) Project Co and the Authority will be released from their obligations under the Project Agreement to each other, including with respect to indemnification under the Project Agreement whether arising prior to or after such transfer (the “Discharged Obligations”); (b) the Suitable Substitute Project Co and the Authority will assume obligations which are substantially similar to the Discharged Obligations, but owed to or assumed by the Suitable Substitute Project Co instead of Project Co; (c) the rights of Project Co against the Authority under the Project Agreement and vice versa (the “Discharged Rights”) will be cancelled; (d) the Suitable Substitute Project Co and the Authority will acquire rights against each other which differ from the Discharged Rights only insofar as they are exercisable by or against the Suitable Substitute Project Co instead of Project Co; (e) any subsisting ground for termination of the Project Agreement by the Authority will be deemed to have no effect and any subsisting Termination Notice will be automatically revoked; (f) the Authority will enter into a lenders’ remedies agreement with the Suitable Substitute Project Co and a representative of Senior Lenders lending to the Suitable Substitute Project Co on substantially the same terms as this Agreement; and (g) any Deductions that arose prior to that time will not be taken into account after the transfer for the purposes of Sections 11.1(b) and 12.1(h) of the Project Agreement and Sections 6.7 and 6.8 of Schedule 4 to the Project Agreement.

  • Instruments of Transfer The Stockholder is delivering to LandCARE certificates representing all of the Shares, duly endorsed (or accompanied by duly executed stock powers).

  • Closing of Transfer Records After the close of business on the Closing Date, transfers of Target Shares outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation.

  • DESCRIPTION OF TRANSFER Categories of data subjects whose personal data is transferred Categories of personal data transferred Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialised training), keeping a record of access to the data, restrictions for onward transfers or additional security measures. The frequency of the transfer (e.g. whether the data is transferred on a one-off or continuous basis). Nature of the processing Purpose(s) of the data transfer and further processing The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing

  • Effect of Transfer Within Escrow After the transfer of escrow securities within escrow, the escrow securities will remain in escrow and released from escrow under this Agreement as if no transfer has occurred on the same terms that applied before the transfer. The Escrow Agent will not deliver any share certificates or other evidence of the escrow securities to transferees under this Part 5.

  • Rights of Transferees Subject to Section 7, the rights granted to the Holder hereunder of this Warrant shall pass to and inure to the benefit of all subsequent transferees of all or any portion of this Warrant (provided that the Holder and any transferee shall hold such rights in proportion to their respective ownership of this Warrant and Warrant Shares) until extinguished pursuant to the terms hereof.

  • Letter of Transmittal Prior to (and in any event, within two (2) Business Days after) the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each Stockholder a letter of transmittal, including instructions (in form and substance reasonably acceptable to the Company and Parent prior to the Effective Time) (a “Letter of Transmittal”) for the surrender of book-entry shares of Common Stock (“Book-Entry Shares”) or certificates representing shares of Common Stock (the “Certificates”), which will specify that delivery of Certificates shall be effected, and risk of loss and title shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and include instructions for use in effecting the surrender of Book Entry Shares or Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration and the payments, if any, set forth in Section 3.5(g) and Section 8.2(f)(ii), in each case, in accordance with the provisions hereof, with respect to the shares of Common Stock formerly represented thereby. If, after the Effective Time, a Dissenting Stockholder effectively withdraws its demand for, fails to perfect, or loses its, appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (i) the number of Dissenting Shares for which such Dissenting Stockholder has withdrawn its demand for, failed to perfect, or lost its, appraisal rights pursuant to Section 262 of the DGCL and (ii) the applicable Per Share Merger Consideration. Notwithstanding anything herein to the contrary, the Company and Parent shall use commercially reasonable efforts to cause the Paying Agent to (i) deliver a Letter of Transmittal to the Stockholders of the Company at least five (5) Business Days prior to, and in any event within two (2) Business Days after, the Effective Time, and (ii) assuming delivery to the Paying Agent of a Letter of Transmittal and surrender of the related Book-Entry Shares or Certificates in accordance with this Section 3.2(b) by any such Stockholder prior to the Closing Date, pay to such Stockholder the Per Share Merger Consideration in respect of such Stockholder’s shares on the first (1st) Business Day following the Closing Date.

  • Closing of Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Shares shall thereafter be made.

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