No Affiliate Status; Holding Period Sample Clauses

No Affiliate Status; Holding Period. The Holder is not, and has not been during the consecutive three month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 promulgated under the Securities Act (an “Affiliate”) of the Company. To its knowledge, the Holder did not acquire any of the Old Notes, directly or indirectly, from an Affiliate of the Company. The Holder represents and warrants that, for purposes of Rule 144 of the Securities Act, the Holder has continuously held the Old Notes since October 31, 2019.
Sample 1
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No Affiliate Status; Holding Period. The Holder is not, and has not been during the consecutive three-month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 promulgated under the Securities Act (an “Affiliate”) of the Company. To the knowledge of the Holder, a period of at least one year (calculated in the manner provided in Rule 144(d) under the Securities Act) has lapsed since the Existing Notes of the Holder were acquired from the Company or from a person known by the Holder or the Undersigned to be an Affiliate of the Company. The Holder and its Affiliates collectively beneficially own and will beneficially own as of the Closing Date (without giving effect to the exchange contemplated by this Agreement) (i) less than 10% of the outstanding Common Stock and (ii) less than 10% of the aggregate number of votes that may be cast by holders of those outstanding securities of the Company that entitle the holders thereof to vote generally on all matters submitted to the Company’s stockholders for a vote.
Sample 1
No Affiliate Status; Holding Period. Each Participating Noteholder is not, and has not been during the consecutive three-month period preceding the date hereof, a director, officer or “affiliate” within the meaning of Rule 144 promulgated under the Securities Act (an “Affiliate”) of the Company. To its knowledge, such Participating Noteholder did not acquire any of the Exchanged Notes, directly or indirectly, from an Affiliate of the Company. Such Participating Noteholder represents and warrants that, for purposes of Rule 144 of the Securities Act, each such Participating Noteholder has continuously held the Exchanged Notes since either October 31, 2019 or July 20, 2020, as applicable.
Sample 1

Related to No Affiliate Status; Holding Period

  • Affiliate Status The Holder is not, and has not been during the preceding three months, an “affiliate” of the Company as such term is defined in Rule 144 under the Securities Act.

  • Change in Employment Status The District shall promptly notify the OEA Membership Specialist whenever an employee in the bargaining unit is placed on an unpaid leave of absence, retires, is laid off, resigns, or changes their name.

  • No Obligation to Continue Service Relationship Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this Award Agreement to continue the Grantee in employment or other service relationship and neither the Plan nor this Award Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the employment or other service relationship of the Grantee at any time.

  • Period of Continuous Service Period of Notice Up to 1 Year 1 Week More than 1 Year but less than 3 Years 2 Weeks More than 3 Years but less than 5 Years 3 Weeks More than 5 Years 4 Weeks

  • Status as a Well-Known Seasoned Issuer (A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Securities, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement.” The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form. At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Securities and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

  • Termination of Service Relationship If the Optionee’s Service Relationship terminates, the period within which to exercise the Stock Option may be subject to earlier termination as set forth below.

  • Termination of Continuous Service Except as otherwise provided in this Section 3, the unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Grantee actually ceases to provide services to the Company or any Affiliate in any capacity of Employee, Director or Consultant (irrespective of whether the Grantee continues to receive severance or any other continuation payments or benefits after such date) (such cessation of the provision of services by Grantee being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.

  • Change in Status ‌ In the event of any substantive change in its legal status, organizational structure, or fiscal reporting responsibility, Contractor will notify HCA of the change. Contractor must provide notice as soon as practicable, but no later than thirty (30) calendar days after such a change takes effect.

  • Termination for Good Reason or Without Cause If the Executive's employment hereunder is terminated by the Employer other than for cause (and other than a termination due to disability or death) or by the Executive for good reason, the Employer shall pay or provide to or on behalf of the Executive the following: (i) the Executive's Salary for the remainder, if any, of the calendar month in which such termination is effective and (A) in the case of such an employment termination on or before the second (2nd) anniversary of the Effective Date, twenty-four (24) consecutive calendar months, or (B) in the case of such an employment termination after the second (2nd) anniversary of the Effective Date, eighteen (18) consecutive calendar months thereafter, but in no event shall the period described in clause (A) or (B) above extend beyond the Executive's death (the "severance period"); provided however, that if the Executive obtains other employment prior to the end of the severance period, he must promptly give notice thereof to the Employer, and continued Salary payments under this Agreement for any period after the Executive obtains other employment will be reduced by the amount of the cash compensation received and to be received by the Executive from the Executive's other employment for services performed during such period. (ii) the portion of the Executive's Annual Incentive Compensation under Section 3.2(a) that otherwise would have been payable based on the then current actual performance, as reasonably determined by the Board of Directors or a duly authorized committee thereof, multiplied by a fraction, (A) the numerator of which is the number of days from January 1st of the calendar year in which such termination occurs until the date of the Executive's employment termination, and (B) the denominator of which is 365. (iii) subject to the Executive's continued co-payment of premiums, continued participation during the severance period in all medical plans that cover the Executive (and his eligible dependents) upon the same terms and conditions (except for the requirement of the Executive's continued employment) in effect for active employees of the Employer during the severance period. If the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical plan, continuation of coverage by the Employer under this Section 6.5(a)(iii) shall immediately cease. The continuation of health benefits under this subsection shall reduce and count against the Executive's rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Notwithstanding any other provision in this Agreement or the terms of any severance plan or policy maintained by the Employer or its Affiliates to the contrary, if the Employer makes payments and provides benefits under Section 6.5(a), the Executive shall not be entitled to receive any other payments or benefits under any other severance or similar plan maintained by the Employer or its Affiliates.

  • No Obligation to Continue Business Relationship Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

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