Holding Period Sample Clauses

Holding Period. For the purposes of Rule 144, the Company acknowledges that the holding period of the Note may be tacked onto the holding period of the Exchange Securities, and the Company agrees not to take a position contrary to this Section 4.1.

Holding Period. The Contributor acknowledges that he, she or it has been advised that (i) the OP Units and the common stock of the Company into which the OP Units may be exchanged in certain circumstances (the "Common Stock") must be held indefinitely, and the Contributor must continue to bear the economic risk of the investment in the OP Units (and any Common Stock that might be exchanged therefor) unless they are subsequently registered under the Act or an exemption from such registration is available, (ii) a restrictive legend in the form hereafter set forth shall be placed on the certificates representing the OP Units (and any Common Stock that might be exchanged therefor), and (iii) a notation shall be made in the appropriate records of the Operating Partnership (and the Company) indicating that the OP Units (and any Common Stock that might be exchanged therefor) are subject to restrictions on transfer.

Holding Period. Contributor acknowledges that it has been advised that (i) the Partnership Units and the common stock of the Company (the "Common Stock") into which the Partnership Units may be exchanged in certain circumstances must be held indefinitely, and Contributor must continue to bear the economic risk of the investment in the Partnership Units (and any Common Stock that might be exchanged therefor), unless they are subsequently registered under the Act or an exemption from such registration is available (it being understood that the Operating Partnership has no intention of so registering the Partnership Units), (ii) a restrictive legend in the form hereafter set forth shall be placed on the certificates representing the Partnership Units (and any Common Stock that might be exchanged therefor), and (iii) a notation shall be made in the appropriate records of the Operating Partnership (and the Company) indicating that the Partnership Units (and any Common Stock that might be exchanged therefor) are subject to restrictions on transfer.

Holding Period. The Contributor acknowledges that it has been advised that (i) the Series T Limited Units must be held for 12 months and may have to be held indefinitely thereafter, and the Contributor must continue to bear the economic risk of the investment in the Series T Limited Units (and any Common Stock that might be exchanged therefor), unless they are subsequently registered under the Act or an exemption from such registration is available (it being understood that the Operating Partnership has no intention of so registering the Series T Limited Units) and (ii) a notation shall be made in the appropriate records of the Operating Partnership indicating that the Series T Limited Units are subject to restrictions on transfer.

Holding Period. (i) For the purposes of Rule 144, the Company acknowledges that the holding period of the Amended and Restated Primary Notes and the Series B Notes (including the corresponding Amended and Restated Conversion Shares and Series B Conversion Shares) may be tacked onto the holding period of the Existing Primary Notes and the Company agrees not to take a position contrary to this Section 1(f). The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any necessary legal opinions, necessary to issue the Amended and Restated Conversion Shares and the Series B Conversion Shares that are freely tradable on an Eligible Market without restriction and not containing any restrictive legend without the need for any action by the Investor. (ii) So long as the Investor owns any 2008 Amendment Notes or 2008 Amendment Conversion Shares (collectively the "2008 Amendment Securities") or any capital stock of the Company issued or issuable with respect to the 2008 Amendment Securities as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise, without regard to any limitations on conversions of the 2008 Amendment Notes (the "Registrable Securities"), with a view to making available to the Investor the benefits of Rule 144 promulgated under the 1933 Act or any other similar rule or regulation of the SEC that may at any time permit the Investor to sell securities of the Company to the public without registration ("Rule 144"), the Company agrees to: (1) make and keep public information available, as those terms are understood and defined in Rule 144; (2) file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such requirements and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and (3) furnish to the Investor so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company, if true, that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act, (ii) a copy of the most recent annual report of the Company and such other reports and documents so filed by the Company (but only if such reports are not publicly available on the EXXXX system), and (iii) such other information as may be reasonably requested to permit the Investor to sell such se...

Holding Period. Once Restricted Shares become Vested Shares they will be subject to a six-month holding period, as provided in Section 2(e)(ii) of the attached Terms and Conditions.

Holding Period. Owner acknowledges that it has been advised that (i) the OP Units are not redeemable or exchangeable for Common Stock for a minimum of twelve (12) months, (ii) the OP Units and Common Stock issued pursuant to this Agreement, and any Common Stock issued in exchange for, or in respect of a redemption of, the OP Units, are “restricted securities” (unless registered in accordance with applicable U.S. securities laws) under applicable federal securities laws and may be Transferred only in accordance with Section 4.II(hh)(i) above and Owner understands that the Operating Partnership has no obligation or intention to register any OP Units, except to the extent set forth in the Registration Rights Agreement. Accordingly, Owner and the Participants may have to bear indefinitely, the economic risks of an investment in such OP Units, and a notation shall be made in the appropriate records of the Operating Partnership indicating that the OP Units (and any Common Stock for which OP Units may, in certain circumstances, be exchanged or redeemed) and are subject to restrictions on transfer. (jj) Accredited Investor. Owner is an “accredited investor” under the Securities Act and shall reasonably believe, which shall be based on representations made by its Participants to Owner, that each of its Participants to whom OP Units or Common Stock will be distributed are Accredited Participants. Owner previously has provided the Operating Partnership and the Company with an Accredited Investor Questionnaire duly executed by Owner. No event or circumstance has occurred since delivery of such Questionnaire to make the statements contained therein false or misleading. Owner acknowledges that in issuing any shares of Common Stock or OP Units pursuant to the terms of this Agreement, the Company and the Operating Partnership are relying on the representations made by each of its Participants electing to receive shares of Common Stock or OP Units, which representations were set forth in the consent form enclosed with Consent Solicitation and returned by such investor.

Holding Period. 3.2.1 Once the Restricted Stock has become vested, Participant (or his heirs as the case may be) shall not transfer, sell or dispose of the Restricted Stock before expiry of an additional two year period (hereinafter referred to as the “Holding Period”) running as from the Vesting Date. Any attempted sale, assignment, transfer, disposition, pledge or hypothecation of Restricted Stock in violation of this Agreement shall be void and of no effect and the Company shall have the right to disregard the same on its books and records and issue “stop transfer” instructions to its transfer agent. 3.2.2 Once the Restricted Stock has become vested, the Restricted Stock shall be evidenced by book entries on the Company’s stock transfer records pending the expiration of restrictions thereon or shall be evidenced by certificates, which shall be retained in the physical possession of the Company until the end of the Holding Period. Any certificates which evidence the shares of Restricted Stock shall bear the following legend (and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law): “THE SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AS SET FORTH IN THAT CERTAIN AGREEMENT REGARDING THE ALEXION PHARMACEUTICALS, INC. 2004 PLAN FOR RESTRICTED STOCK BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. ANY ATTEMPTED TRANSFER OF SHARES OF COMMON STOCK EVIDENCED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENT SHALL BE NULL AND VOID AND WITHOUT EFFECT.”

Holding Period. The Contributor acknowledges that it has been advised that (i) unless the Units and shares of Common Stock that may be issued upon redemption of the Units are subsequently registered under the Act or an exemption from such registration is available, the Units and the shares, as applicable, must be held (and the Contributor must continue to bear the economic risk of the investment in the Units and the shares of Common Stock) indefinitely, (ii) a restrictive legend in the form hereafter set forth shall be placed on any certificates representing the Units or, if applicable, shares of Common Stock and (iii) stop transfer and other notations shall be made in the appropriate records of the Operating Partnership and the Company and the Company’s transfer agent indicating that the Units and the shares of Common Stock are subject to restrictions on transfer.

Holding Period. Shares acquired upon exercise of the Option may not be assigned, alienated, pledged, attached, sold, or otherwise transferred or encumbered by the Participant (or any Affiliate or other permitted transferee pursuant to Section 7) prior to the date that is six months following the vesting of the tranche of the Option pursuant to which such Shares were acquired. Additionally, the Participant shall not (and shall cause the Participant’s Affiliates, or other permitted transferees pursuant to Section 7, not to) sell, transfer, or otherwise dispose of more than 10,000 Shares acquired upon exercise of the Option during any 30-day period. Notwithstanding the foregoing, the restrictions set forth in this paragraph shall not apply to Shares withheld to pay the Option Price, to Shares used to satisfy required tax withholding obligations, or to Shares transferred pursuant to the laws of descent and distribution, and shall cease to apply as of the Participant’s death or Disability or upon a Change in Control.