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. (a) Any Transfer Notice must state all of the matters set out below:
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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. The Transfer Notice must specify:
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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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Related to Contents of Transfer Notice

  • Form of Transfer Notice To : [ ] (the “Seller”) From : [ ] (the “Purchaser”) I, the undersigned, refer to the Call Option Agreement (the “Call Option Agreement”) dated September 30, 2009 made between Purchaser and Seller. Terms defined in the Call Option Agreement shall have the same meanings as used herein. I hereby give you notice that I will transfer to [Nominees’ names] the following portion of the Call Right, expressed in terms of the number of Seller’s Shares represented by the portion of the Call Right transferred in accordance with the terms and conditions of the Call Option Agreement,. Nominees Option Shares to be Transferred Dated [ ] Yours faithfully Name: [Purchaser]

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • 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 Forthwith upon the appointment of any Transfer Agent for the Shares or of any subsequent Transfer Agent for Shares issuable upon the exercise of the rights of purchase represented by the Warrants, the Company will file with the Warrant Agent a statement setting forth the name and address of such Transfer Agent.

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

  • Undersubscription of Transfer Stock If options to purchase have been exercised by the Company and the Investors with respect to some but not all of the Transfer Stock by the end of the 10-day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall promptly notify all of the Exercising Investors and the selling Key Holder of that fact.

  • 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.

  • 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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