No 144 Coordination Clause Samples

The "No 144 Coordination" clause establishes that the parties agree not to coordinate or act in concert in a manner that would trigger the application of Rule 144 under U.S. securities laws. In practice, this means that each party must independently comply with Rule 144 requirements when selling restricted securities, and cannot pool their holdings or sales to meet volume limitations or holding periods. This clause is designed to prevent the aggregation of securities for regulatory purposes, thereby ensuring that each party remains individually responsible for compliance and reducing the risk of inadvertent violations of securities regulations.
No 144 Coordination. Subject, in all cases, to any applicable law, in the event that 144 Coordination is not in effect, no Registration Rights Stockholder shall, in a given calendar year, Transfer pursuant to Rule 144, in a block sale to a financial institution or in an LP Distribution, Shares representing more than the lesser of (a) 2% of the total Shares outstanding on the first day of such calendar year and (b) 20% of the total Shares owned by such Registration Rights Stockholder on the first day of such calendar year, in each case without the approval of the Coordination Committee, which such approval shall be granted or withheld with respect to all Registration Rights Stockholders in a fair and equitable manner over the course of such calendar year.
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No 144 Coordination. Subject, in all cases, to any applicable law, in the event that 144 Coordination is not in effect, no holder of Registrable Securities shall, in a given calendar year, Transfer pursuant to Rule 144, in a block sale to a financial institution (other than pursuant to a Registration Statement) or in an LP Distribution, Registrable Securities representing more than the lesser of (i) 2% of the total Registrable Securities outstanding on the first day of such calendar year and (ii) 20% of the total Registrable Securities owned by such holder of Registrable Securities on the first day of such calendar year, in each case without the approval of a majority of the Principal Investor Directors, which such approval shall be granted or withheld with respect to all holders of Registrable Securities in a fair and equitable manner over the course of such calendar year.
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No 144 Coordination. Subject, in all cases, to any applicable law, in the event that 144 Coordination is not in effect, no holder of Registrable Securities shall, in a given calendar year, Transfer pursuant to Rule 144, in a block sale to a financial institution or in an LP Distribution, Registrable Securities representing more than the lesser of (a) 2% of the total Registrable Securities outstanding on the first day of such calendar year and (b) 20% of the total Registrable Securities owned by such holder of Registrable Securities on the first day of such calendar year, in each case without the approval of a majority of the Principal Investor Directors, which such approval shall be granted or withheld with respect to all holders of Registrable Securities in a fair and equitable manner over the course of such calendar year.
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Related to No 144 Coordination

  • Project Coordination The Engineer shall coordinate all subconsultant activity to include quality and consistency of deliverables and administration of the invoices and monthly progress reports. The Engineer shall coordinate with necessary local entities.

  • Utility Coordination Identify all potential utility conflicts and provide preliminary office check plans showing the problem locations, posted to the City’s FTP site. Plans will clearly identify specific utility company facilities by color and by name (i.e. not just “gas” or “fiber optic”). ENGINEER shall include a conflict list for each utility, also posted to the FTP site. ENGINEER shall meet with utility company representatives to review plans and utility verification forms (Attachment No. 3 to Exhibit “A”) at each milestone date and as directed by the CITY and as determined necessary by the ENGINEER. This in- formation will be compiled into a summary report (Attachment No. 4 to Exhibit “A” also available on the City’s FTP site) maintained and updated by ENGINEER as necessary to present a cohesive and reflective status of utilities, and provided to the City as necessary. ENGINEER shall maintain involvement with utility companies until all conflicts have been resolved (not just identified). When appropriate, the City Engineer will approve the identification on plans of conflicts to be resolved during construction. ENGINEER shall meet with involved utility company/ies and project contractor to resolve any conflicts with utilities that occur during construction.

  • Coordination The Developer and Connecting Transmission Owner shall confer regularly to coordinate the planning, scheduling and performance of preventive and corrective maintenance on the Large Generating Facility and the Attachment Facilities. The Developer and Connecting Transmission Owner shall keep NYISO fully informed of the preventive and corrective maintenance that is planned, and shall schedule all such maintenance in accordance with NYISO procedures.

  • Care Coordination Care coordination is defined as the organized delivery of member care activities between two (2) or more participants (including the member) involved in a member’s care to facilitate the appropriate delivery of health care services. Organizing care involves the marshaling of personnel and other resources needed to carry out all medically necessary member care activities and is often managed by the exchange of information among participants responsible for different aspects of care.

  • Project Management and Coordination The Engineer shall coordinate all subconsultant activity to include quality of and consistency of work and administration of the invoices and monthly progress reports. The Engineer shall coordinate with necessary local entities.