Dispositions of Securities. (a) Subject to compliance with the Securities Act, applicable state securities laws and the requirement as to placement of a legend on certificates for Restricted Securities specified in Section 4.03, this Warrant and all rights hereunder are transferable (subject to any restrictive legends hereon), in whole or in part, upon surrender of this Warrant to the Issuer, together with a written assignment of this Warrant duly executed by the Holder hereof or such Holder's agent or attorney. Such written assignment shall be in the form of the Assignment Form attached as Annex 2 hereto. Upon such surrender, the Issuer shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and the original Warrant shall promptly be canceled.
(b) The Warrant may be exchanged for other Warrants of the same series upon presentation to the Issuer, together with a written notice specifying the denominations in which new Warrants are to be issued, signed by the Holder hereof. The Issuer shall execute and deliver a new Warrant or Warrants to the Holder in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. The Issuer shall pay all expenses, taxes (other than Federal, state or local income taxes) and other charges payable in connection with the preparation, issuance and delivery of the Warrants, including any transfer or exchange thereof.
(c) The Issuer shall maintain books for the registration and transfer of the Warrants, and shall allow each Holder to inspect such books at such reasonable times as such Holder shall request.
Dispositions of Securities. 6 SECTION 6. Adjustments...........................................................................................6 6.01 Dividends, Distributions and Purchases.........................................................6
Dispositions of Securities. Swap Agreements and other financial instruments as part of the ordinary course trading business of the Borrower and its Restricted Subsidiaries; and (p) Dispositions of non-core assets made or acquired after the ClosingFirst Amendment Effective Date with an aggregate value not in excess of the greater of $100,000,000 and 10% of Consolidated EBITDA calculated on a Pro Forma Basis for the most recently ended Test Period for which financial statements are available; provided that any Disposition of any property pursuant to clauses (k), (m), (n) or (p) of this Section 6.05 shall be for no less than the fair market value (as determined in good faith by the Borrower) of such property at the time of such Disposition.
Dispositions of Securities. 1Drag-Along Rights. In the event that prior to an IPO any person or entity unrelated or unaffiliated to any Shareholder (a "Third Party") makes an offer to purchase in a bona fide arm's length transaction more than 90% of (i) the issued and outstanding share capital of the Company; or (ii) the assets of the Company (the "Offer"), and the holders at least 90% of the issued and outstanding share capital of the Company on an issued and outstanding basis, indicate, in writing, their acceptance of such Offer and such Offer is conditioned upon the sale of all remaining shares of the Company to such Third Party, then, the remaining Shareholders shall be obligated to sell or exchange their shares under identical terms as concluded in any such acquisition. Such remaining Shareholders shall be deemed to have given an irrevocable proxy to a person to be appointed by the Board of Directors to vote for the acceptance of the Offer and at the closing of such Offer all of the Shareholders shall sell all of their shares to the Third Party making such Offer on the same terms and conditions as contained in the Offer. In the event that a Shareholder fails to surrender its share certificate in connection with the consummation of an Offer, such certificate shall be deemed cancelled and the Company shall be authorized to issue a new certificate in the name of the Third Party and the Board shall be authorized to establish an escrow account into which the consideration for such cancelled shares shall be deposited and to appoint a trustee to administer such account. Proceeds received from a Third Party pursuant to this Section 4.1 shall be distributed in accordance with the rights of the shares pursuant to the Articles of Incorporation.
Dispositions of Securities. (a) The provisions of Section 10(b)(iv) of each of the Subscription Agreements shall be replaced with the following: "In addition to the other restrictions on transfer included in this Agreement, Knight agrees as follows:
(1) Other than as provided in Section 2 of the letter agreement (the "Letter Agreement"), dated as of March 15, 1999, among Knight and GS Group, and Section 10(b)(ii)(4) hereof, no securities of the Company may be disposed of by Knight, whether pursuant to exercise of demand rights or piggy-back rights, and no Disposition Notice may be given, earlier than the first anniversary of the date of the closing of the initial public offering of the Company (the "IPO Date").
(2) to the third anniversary of the IPO Date dispose of, whether pursuant to the exercise of demand rights or piggy-back rights, in each 12-month period following the first and second anniversaries of the IPO Date, shares of Common Stock constituting in the aggregate up to an additional number of shares of Common Stock equal to (a) 13 1/3% of the Knight Original Block less (b) the number of shares of Common Stock disposed of pursuant to Section 10(b)(iv)(4) hereof in such 12-month period.
(3) Subsequent to the third anniversary of the IPO Date, Knight may dispose of, whether pursuant to the exercise of demand rights or piggy-back rights, in each 12-month period following such anniversary shares of Common Stock constituting in the aggregate up to 33 1/3% of the Knight Original Block.
(4) To the extent that the former Schedule II Limited Partners of the Partnership who are managing directors immediately following the IPO ("PMDs") sell shares of GS Inc. Common Stock in a secondary offering in an amount which in any one-year period following the IPO Date represents, in the aggregate, for all of such PMDs a greater percentage of the total Common Stock issued to such PMDs in connection with the Plan ("PMD Shares") than the applicable percentage specified for such one-year period in paragraph (1) (i.e., 0%), (2) (i.e., 20%) or (3) (i.e., 33 1/3%) above, Knight will be permitted in such one year period to dispose of up to such number of additional shares of Common Stock as would increase the permitted sales by Knight in such one year period to such higher percentage;
Dispositions of Securities. General Restrictions
4.1 RMF agrees that he will not, and shall procure that each of his Affiliates will not, except as expressly required or permitted by this Agreement, directly or indirectly, Transfer any of his Owned Securities without the express prior written consent of Rio Tinto, except as follows:
(a) a Transfer of such Owned Securities effected at any time after the Effective Date to a Permitted Transferee pursuant to Section 4.2;
(b) a Transfer pursuant to the Goldamere Minority Transaction;
(c) a Transfer of such Owned Securities effected at any time after the Effective Date pursuant to Section 4.3; or
(d) a Transfer of such Owned Securities effected at any time after the Effective Date pursuant to an Ivanhoe Control Transaction.
Dispositions of Securities. 12 SECTION 6. Adjustments of Warrant Stock Issuable Upon Exercise...............13 6.01
Dispositions of Securities. Except for Permitted Transfers, no Securityholder shall be permitted to Dispose of all or any portion of the Securities now owned or hereafter acquired by it until the date that is two (2) years after the date of the Agreement (the "Transfer Blockage Date"). Following the Transfer Blockage Date, Dispositions shall be permitted but must strictly comply with the terms and provisions of the Agreement (including this Appendix B).
Dispositions of Securities. (a) The provisions of the fourth sentence of Section 10(d)(ii) of the Subscription Agreement shall be replaced with the following: "In addition to the other restrictions on transfer included in this Agreement, Sumitomo and SBCM each agree as follows:
(1) Other than as provided in Section 3 of the letter agreement (the "Letter Agreement"), dated as of March 15, 1999, among Sumitomo, SBCM, GS&Co. and GS Group and Section 10(d)(iv) hereof, no securities of the Company may be disposed of by SBCM, whether pursuant to exercise of demand rights or piggy-back rights, and no Disposition Notice may be given, earlier than the first anniversary of the date of the closing of the initial public offering of the Company (the "IPO Date").
(2) second anniversaries of the IPO Date, shares of Common Stock constituting in the aggregate up to an additional number of shares of Common Stock equal to (a) 13 1/3% of the SBCM Original Block less (b) the number of shares of Common Stock disposed of pursuant to Section 10(d)(ii)(4) hereof in such 12-month period.
(3) Subsequent to the third anniversary of the IPO Date, SBCM may dispose of, whether pursuant to the exercise of demand rights or piggy-back rights, in each 12-month period following such anniversary Common Stock constituting in the aggregate up to 33 1/3% of the SBCM Original Block.
(4) To the extent that the former Schedule II Limited Partners of the Partnership who are managing directors immediately following the IPO ("PMDs") sell shares of Common Stock in a secondary offering in an amount which in any one-year period following the IPO Date represents, in the aggregate, for all of such PMDs a greater percentage of the total Common Stock issued to such PMDs in connection with the Plan ("PMD Shares") than the applicable percentage specified for such one year period in paragraph (1) (i.e., 0%), (2) (i.e., 20%) or (3) (i.e., 33 1/3%) above, SBCM will be permitted in such one year period to dispose of up to such number of additional shares of Common Stock as would increase the permitted sales by SBCM in such one-year period to such higher percentage;
Dispositions of Securities
