PROCEDURES FOR SALE Sample Clauses

PROCEDURES FOR SALE. (a) ALL SALES. In the event you elect to sell any Shares pursuant to Section 16 of the Agreement, the following procedures must be followed: (i) The stock certificates representing the Shares bear a restrictive legend referring to the Agreement. For that reason, the certificates are not negotiable until the legend has been removed. Accordingly, you should not initiate any steps to sell Shares without first reporting your intentions to the General Counsel at the Company. Upon receipt of your notification, the Company will advise you promptly: (A) if , under Company policy of general application to employee transactions in Company securities, a sale of Shares would be inappropriate at that time, and (B) if so, the earliest probable time when such a sale would not be inappropriate. (ii) Assuming a sale would not be inappropriate under Section 5(a)(i), the Company will make suitable arrangements to facilitate your surrender to the Company's transfer agent of stock certificates representing the Shares you intend to sell in exchange for new unlegended certificates in deliverable form, which the Company's transfer agent will make available to you, subject to your repayment to the Company of the Discount out of the proceeds of the sale of the Shares. In that connection, the Company may at its option require payment of the Discount as a condition of its releasing stock certificates in deliverable form covering the Shares to be sold. (iii) In the event you expect to sell any Shares pursuant to Section 16 of the Agreement OTHERWISE THAN PURSUANT TO RULE 144 OR THE REGISTRATION STATEMENT, you should make suitable arrangements for the Company to receive and approve a legal opinion of the kind referred to in Section 16 before proceeding with the sale. (iv) You must notify the Company in writing immediately after your completion of any such sale. (b) SALES UNDER THE REGISTRATION STATEMENT ONLY. In addition to the procedures set forth above in Section 5(a), the following procedures must be followed with respect to all sales of Shares under the Registration Statement: (i) The manner in which sales of Shares are made shall be limited to (A) "brokers' transactions" (within the meaning of Section 4(4) of the Act), or (B) transactions directly with a "market maker" (as defined in Section 3(a)(38) of the Securities Exchange Act of 1934). (ii) No sale shall be made until you shall have notified the Company in writing of the jurisdictions in the United States in which you expect ...