Permitted Public Transfers and Block Sales Sample Clauses

Permitted Public Transfers and Block Sales. After the closing of the Initial Public Offering, no Registration Rights Stockholder shall Transfer any or all of its Shares pursuant to Rule 144, a block sale to a financial institution or in a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement, in each case other than in compliance with Sections 4.1.1, 4.1.2 and 4.6 hereof, as applicable, and Sections 3.3 and 3.4 of the Stockholders Agreement, provided that, for the avoidance of doubt the approval of the Coordination Committee shall not be required to approve such Transfers. Shares Transferred pursuant to Rule 144 or in a block sale to a financial institution shall conclusively be deemed thereafter not to be Shares under this Agreement.
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Permitted Public Transfers and Block Sales. After the closing of the IPO, and prior to the expiration of the Coordination Period, no Co-Investor shall Transfer any or all of its Shares pursuant to Rule 144 or a Block Sale, in each case other than in compliance with Section 3.1(a) hereof. Shares Transferred pursuant to Rule 144 or in a Block Sale shall conclusively be deemed thereafter not to be Shares under this Agreement. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.
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Permitted Public Transfers and Block Sales. No holder of Registrable Securities shall Transfer any or all of its Registrable Securities pursuant to Rule 144, a block sale to a financial institution (other than pursuant to a Registration Statement) or in a private transfer pursuant to Sections 2.1.4 and 2.6 of the Investors Agreement, in each case other than in compliance with Sections 9(c) and 9(d) hereof, as applicable. Registrable Securities Transferred pursuant to Rule 144 or in a block sale to a financial institution shall conclusively be deemed thereafter not to be Registrable Securities under this Agreement.
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Permitted Public Transfers and Block Sales. No Investor shall Transfer any or all of its Shares after the closing of the Initial Public Offering, pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case other than in compliance with Section 3.1.1 hereof and Section 3.3 of the Stockholders Agreement. Shares Transferred pursuant to this Section 3.1 shall conclusively be deemed thereafter not to be Shares under this Agreement.
Sample 1
Permitted Public Transfers and Block Sales. After the date hereof, no Holder shall Transfer any or all of its Shares pursuant to Rule 144, or pursuant to a registration statement on Form S-8, in a block sale to a financial institution (excluding block sales pursuant to Shelf Offerings pursuant to Section 3.5) or in a private transfer pursuant to Section 3.1.5 of the Stockholders Agreement, in each case other than in compliance with Sections 4.1.1 and 4.1.2, as applicable, and the applicable provisions of the Stockholders Agreement; provided that, for the avoidance of doubt the approval of the Coordination Committee shall not be required to approve such Transfers unless otherwise expressly required hereunder. Shares Transferred pursuant to Rule 144 or in a block sale to a financial institution in compliance herewith shall conclusively be deemed thereafter not to be Shares under this Agreement.
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Related to Permitted Public Transfers and Block Sales

  • Consolidation and Merger; Asset Acquisitions The Borrower will not consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person.

  • Consolidations, Mergers and Sales of Assets No Loan Party will, nor will it permit any Subsidiary of a Loan Party to, consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of its assets to, any other Person, or discontinue or eliminate any business line or segment, provided that (a) a Loan Party may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) the Loan Party is the corporation surviving such merger, (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (iv) if the Borrower merges with another Loan Party, the Borrower is the corporation surviving such merger, (b) Subsidiaries of a Loan Party (excluding Loan Parties) may merge with one another, (c) a Loan Party (other than the Borrower or an Eligible Guarantor) may transfer all or any part of its assets to another Loan Party, (d) a Loan Party may sell Inventory in the ordinary course of business and for fair value, and (e) the foregoing limitation on the sale, lease or other transfer of assets and on the discontinuation or elimination of a business line or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of a business line or segment (in a single transaction or in a series of related transactions) unless the aggregate assets to be so transferred or utilized in a business line or segment to be so discontinued, when combined with all other assets transferred (excluding assets transferred under Sections 5.17(d)), and all other assets utilized in all other business lines or segments discontinued, during such Fiscal Quarter and the immediately preceding three Fiscal Quarters have a fair market value or book value whichever is greater (determined with respect to each such asset transferred or discontinued) of more than $20,000,000.

  • Mergers, Consolidations, Sales of Assets and Acquisitions (a) Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the assets (whether now owned or hereafter acquired) of the Borrower or less than all the Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that (i) the Borrower and any Subsidiary may purchase and sell Hydrocarbons and other inventory in the ordinary course of business and (ii) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (x) any wholly owned Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (y) any wholly owned Subsidiary may merge into or consolidate with any other wholly owned Subsidiary in a transaction in which the surviving entity is a wholly owned Subsidiary and no person other than the Borrower or a wholly owned Subsidiary receives any consideration (provided that if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall be a Loan Party) and (z) the Borrower and the Subsidiaries may make Permitted Business Investments in accordance with Section 6.04.

  • Asset Transfers The Company shall not (i) transfer, sell, convey or otherwise dispose of any of its material assets to any subsidiary except for a cash or cash equivalent consideration and for a proper business purpose or (ii) transfer, sell, convey or otherwise dispose of any of its material assets to any Affiliate, as defined below, during the Term of this Agreement. For purposes hereof, "Affiliate" shall mean any officer of the Company, director of the Company or owner of twenty percent (20%) or more of the Common Stock or other securities of the Company.

  • Consolidations and Mergers The Company shall not, and shall not suffer or permit any Subsidiary to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except:

  • Liquidations, Mergers, Consolidations, Acquisitions Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, dissolve, liquidate or wind-up its affairs, or become a party to any merger or consolidation, or acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person, provided that

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Mergers, Consolidations and Sales of Assets (a) The Company will not, and will not permit any Consolidated Subsidiary to, consolidate with or be a party to a merger with any other Person or dispose of all or a substantial part of the assets of the Company and its Consolidated Subsidiaries; provided that:

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