Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 10% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 50% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Appears in 8 contracts
Samples: Stockholder Agreement (Healthworld Corp), Stockholder Agreement (Healthworld Corp), Stockholder Agreement (Cordiant Communications Group PLC /Adr)
Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 10% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 50% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Appears in 4 contracts
Samples: Stockholder Agreement (Cordiant Communications Group PLC /Adr), Stockholder Agreement (Cordiant Communications Group PLC /Adr), Stockholder Agreement (Healthworld Corp)
Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 1020% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 5060% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Appears in 2 contracts
Samples: Stockholder Agreement (Cordiant Communications Group PLC /Adr), Stockholder Agreement (Healthworld Corp)
Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 1015% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 5055% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Appears in 2 contracts
Samples: Stockholder Agreement (Cordiant Communications Group PLC /Adr), Stockholder Agreement (Healthworld Corp)
Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelve-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 1030% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 5065% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Appears in 2 contracts
Samples: Stockholder Agreement (Cordiant Communications Group PLC /Adr), Stockholder Agreement (Healthworld Corp)
Permitted Dispositions. The Stockholder may not effect any Disposition of Parent Shares received by the Stockholder in connection with the Merger except as follows: (i) during the twelvesix-month period immediately following the Effective Time the Stockholder may effect the Disposition of not more than 1030% of the Parent Shares Beneficially Owned by the Stockholder and (ii) during the twenty-four-month period immediately following the Effective Time (the "Period"), the Stockholder may effect the Disposition of not more than 50% of the Parent Shares Beneficially Owned by the Stockholder. Upon the expiration of the Period, the Stockholder may effect the Dispositions of all or any portion of the Parent Shares Beneficially Owned by him subject to any applicable restrictions under the Federal Securities Law and restrictions of general application under English law, the Listing Rules of the London Stock Exchange, if applicable, and Cordiant's policies made pursuant to such rules regarding dealings in Parent Shares by directors and relevant employees of Cordiant and its subsidiaries, if applicable. Notwithstanding anything to the contrary contained in this Section 4, the Stockholder hereby agrees that for the period commencing at the Effective Time and ending on the date which is 180 days after the expiration of the Period, the Stockholder shall give Cordiant 1 business day prior written notice of any intended Disposition of Parent Shares to be made by the Stockholder and at the request of Cordiant agrees to effect such Disposition through brokers or other financial intermediaries designated by Cordiant to maintain an orderly trading market for the Parent Shares, provided that such financial intermediary agrees to effect and does effect the Disposition in a reasonable period following such notice.
Appears in 2 contracts
Samples: Stockholder Agreement (Healthworld Corp), Stockholder Agreement (Cordiant Communications Group PLC /Adr)