No Block Transfers to Individual Persons. Neither of the Investors nor any Investor Affiliate may, individually or acting together with any other person as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on XXXXX) or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on XXXXX at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the Investors, (ii) any of their Affiliates (including the Investor Affiliates and commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Xxxxxxx 0, Xxxxxxx 0 xxx Xxxxxxx 0, (xxx) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution).
Appears in 2 contracts
Samples: Investor Rights Agreement (R1 RCM Inc. /DE), Investor Rights Agreement (R1 RCM Inc.)
No Block Transfers to Individual Persons. Neither of the Investors Investor nor any Investor Affiliate may, individually or acting together with any other person as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock issued to the Investor pursuant to the CoyCo Transaction Agreement or any shares of Common Stock issued or issuable upon exercise of the Converted Investor Warrant (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on XXXXX) or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on XXXXX at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the InvestorsInvestor, (ii) any of their its Affiliates (including the Investor Affiliates and commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Xxxxxxx 0, Xxxxxxx 0 xxx Xxxxxxx 0, (xxx) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution).
Appears in 2 contracts
Samples: Investor Rights Agreement (R1 RCM Inc. /DE), Investor Rights Agreement (R1 RCM Inc.)
No Block Transfers to Individual Persons. Neither of the Investors Investor nor any Investor Affiliate may, individually or acting together with any other person as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock issued or issuable upon conversion of the Preferred Shares, any shares of Series A Preferred issued as PIK Dividends or exercise of any Warrant (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on XXXXX) or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on XXXXX at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the InvestorsInvestor, (ii) any of their its Affiliates (including the Investor Affiliates and commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Xxxxxxx 0, Xxxxxxx 0 xxx Xxxxxxx 0, (xxx) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution).
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No Block Transfers to Individual Persons. Neither of the Investors Investor nor any Investor Affiliate may, individually or acting together with any other person as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock issued or issuable upon conversion of the Preferred Shares, any shares of Series A Preferred issued as PIK Dividends or exercise of any Warrant (a) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on XXXXXEXXXX) or (b) to any individual Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on XXXXX EXXXX at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the InvestorsInvestor, (ii) any of their its Affiliates (including the Investor Affiliates and commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Xxxxxxx Sxxxxxx 0, Xxxxxxx 0 xxx Xxxxxxx 0, (xxx) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution).
Appears in 1 contract
Samples: Investor Rights Agreement (TCP-ASC ACHI Series LLLP)
No Block Transfers to Individual Persons. Neither of the Investors Investor nor any Investor Affiliate may, individually or acting together with any other person as a “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act), at any time knowingly, directly or indirectly transfer any shares of Common Stock issued or issuable upon conversion of the Preferred Shares, any shares of Series A Preferred issued as PIK Dividends or exercise of any Warrant (a) to any individual Person or “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) in an amount constituting 15% or more of the voting capital stock of the Company then outstanding (as calculated from the cover of the Company’s most recent Form 10-K or 10-Q, as applicable, filed with the Securities and Exchange Commission and publicly available on XXXXX) or (b) to any individual Person or “"group” " (within the meaning of Section 13(d)(3) of the Exchange Act) that, immediately following such transfer, would beneficially own in the aggregate more than 19.9% of the voting capital stock of the Company then outstanding based on filings with the Securities Exchange Commission of a Schedule 13D or 13G for that transferee publicly available on XXXXX at least one Business Day prior to such transfer (other than, in each case of clauses (a) or (b), to (i) the InvestorsInvestor, (ii) any of their its Affiliates (including the Investor Affiliates and commonly controlled or managed investment funds) who execute a written joinder agreement in a form approved by the Company pursuant to which such Affiliate agrees to be bound by the terms of Xxxxxxx 0, Xxxxxxx 0 xxx Xxxxxxx 0, (xxx) in connection with any Permitted Transfer or (iv) in connection with a bona fide public offering or distribution).
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