Public Transfers Sample Clauses

Public Transfers. After the third anniversary of the closing of a Qualified Public Offering, the Optionee may Transfer any or all Received Shares to the public pursuant to Rule 144 under the Securities Act of 1933, as amended (“Rule 144”).

Public Transfers. As of the closing of the Qualified Public Offering, any Stockholder other than an Executive Stockholder (and after the Minimum Executive Holding Period, any Stockholder, including any Executive Stockholder) may Transfer any or all of such Shares pursuant to (a) a block sale to a financial institution in the ordinary course of its trading business or (b) Rule 144. Any Shares Transferred pursuant to this Section 3.1.4 shall conclusively be deemed thereafter not to be Shares under this Agreement.

Public Transfers. A Management Stockholder may Transfer Shares: (a) in a Public Offering pursuant to Section 5 below, or (b) (I) with respect to any Executive Officer, from and after the two-year anniversary of 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 or any other legally permitted sale, or (II) with respect to any other Management Stockholder, from and after the six-month anniversary of 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 or any other legally permitted sale. Shares Transferred pursuant to this Section 3(b)(iii) shall conclusively be deemed thereafter not to be Shares under this Addendum.

Public Transfers. From time to time after the closing of the IPO, and prior to the expiration of the Coordination Period, Blackstone may require the Co-Investors to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until the earlier of (x) the expiration of the Coordination Period and (y) such time as Blackstone provides a subsequent notice to the Co-Investors that such coordination is discontinued. Thereafter, Blackstone may reinstitute and discontinue 144 Coordination from time to time during the Coordination Period by providing notice to the Co-Investors. (i) For so long as 144 Coordination is in effect, each Co-Investor shall promptly notify the Coordination Committee when it wishes to sell Shares under Rule 144; provided that for any given measurement period for purposes of the Rule 144 group volume limit, no Co-Investor shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Shares held by all Co-Investors at the applicable time) of all Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Shares held by all Co-Investors at the start of such measurement period. In the event any Co-Investor agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Coordination Committee, the remainder shall be re-allocated pro rata among the other Co-Investors in like manner (except that the Shares held by such forfeiting Co-Investor at the start of such measurement period shall be excluded from such calculation). (ii) The provisions of this Section 3.1(a) shall not apply to any Transfer of Shares (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective. (iii) Notwithstanding the foregoing, a Co-Investor may opt out of 144 Coordination with respect to any period of time if such Co-Investor delivers a notice to the Coordination Committee irrevocably committing not to Transfer Shares pursuant to Rule 144 during such period.

Public Transfers. (a) Any Investor may Transfer any or all of such Investor's Shares, to the extent they constitute Common Stock, in a Public Offering undertaken in accordance with this Agreement without the consent of the Company or the other Investors. (b) Any Investor may Transfer any or all of such Investor's Shares pursuant to Rule 144 of the Securities Act.

Public Transfers. (a) Any Shareholder may Transfer any or all of such Shareholders’ Shares in a Public Offering in accordance with and pursuant to the Registration Rights Agreement. (b) From and after the closing of the Initial Public Offering, a Majority Sponsor may Transfer any or all of such Majority Sponsor’s Shares pursuant to Rule 144 and in compliance with Section 3.4, or pursuant to a block sale to a financial institution in the ordinary course of its trading business; provided that any Transfer pursuant to this Section 3.2.2(b) occurring during the two-year period commencing on the closing of the Initial Public Offering shall not be made without Majority Sponsor Approval. (c) Shares Transferred pursuant to this Section 3.2.2 shall conclusively be deemed thereafter not to be Shares under this Agreement.

Public Transfers. From time to time, the Requisite Holders may determine to require the holders of Registrable Securities to make reasonable efforts to coordinate their efforts to Transfer Registrable Securities pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Requisite Holders provide a subsequent notice to the holders of Registrable Securities that such coordination is discontinued. Thereafter, the Requisite Holders may reinstitute and discontinue 144 Coordination from time to time by providing notice to the holders of Registrable Securities. (i) For so long as 144 Coordination is in effect, each holder of Registrable Securities shall promptly notify the Principal Investor Groups when it wishes to Sell Registrable Securities under Rule 144, provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 9(c)(ii) or 9(f), no holder of Registrable Securities shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period) of all Registrable Securities that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period. In the event any holder of Registrable Securities agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Principal Investor Groups, the remainder shall be re-allocated pro rata among the other holders of Registrable Securities in like manner (except that the Registrable Securities held by such forfeiting holder at the start of such measurement period shall be excluded from such calculation). (ii) The provisions of this Section 9(c) shall not apply to any Transfer of Registrable Securities (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective. (iii) Notwithstanding the foregoing, a holder of Registrable Securities may opt out of 144 Coordination with respect to any period of time if such holder of Registrable Securities delivers a notice to the Principal Investor Groups irre...

Public Transfers. Subject to 3.4, any holder of Shares may Transfer any or all of such Shares: (a) in any Public Offering up to and including the Qualified Public Offering (but only to the extent, the Requisite Principal Investors, if there are any Principal Investors remaining, and otherwise, the Company, so determine, provided that the Requisite Principal Investors or the Company, as applicable, shall grant or withhold such consent on an equitable basis with respect to holders of Shares who wish to Transfer Shares in a particular Public Offering) or in a Public Offering subsequent to the Qualified Public Offering or (b) after the closing of the Qualified 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 in compliance with Section 3.3, but without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.4 and 3.7 and Article V, if applicable). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement.

Public Transfers. (a) Any Investor may Transfer any or all of such Investor’s Securities: (i) in a Public Offering or (ii) pursuant to Rule 144 or a block sale to a financial institution in the ordinary course of its trading business, in each case without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Section 4, if applicable), and in compliance with the transfer and coordination provisions included in the Registration Rights Agreement. Securities Transferred pursuant to this Section 2.1.2(a) shall conclusively be deemed thereafter not to be Securities under this Agreement. Notwithstanding anything to the contrary herein, Principal Investors may only Transfer Interests with the consent of the General Partner. (b) Any holder of Management Securities may Transfer any or all of such Management Securities that are Tag Eligible Securities in any Public Offering (but only to the extent that Holdings so determines, provided that Holdings shall grant or withhold such consent on an equitable basis with respect to all holders of Securities who wish to Transfer Securities in a particular Public Offering), in each case in compliance with the provisions of Section 4, if applicable and in each case in compliance with the provisions of the Registration Rights Agreement. Management Securities Transferred pursuant to this Section 2.1.2(b) shall conclusively be deemed thereafter not to be Securities under this Agreement.

Public Transfers. Any Stockholder may Transfer any or all of such Stockholder’s Shares: (a)(i) in any Public Offering up to and including the Qualified Public Offering (but only to the extent the Majority PITV Investors (or, if there are no PITV Investors remaining, the Company) so determine(s); provided that the Majority PITV Investors or the Company, as applicable, shall grant or withhold such consent on an equitable basis (e.g., pro rata in proportion to ownership of Shares) with respect to Stockholders who wish to Transfer Shares in a particular Public Offering), or (ii) in any Public Offering subsequent to the Qualified Public Offering; or (b) after the closing of a Qualified Public Offering, pursuant to (x) a block sale to a financial institution in the ordinary course of its trading business, or (y) any Transfer following an Initial Public Offering pursuant to Rule 144, in the case of clauses (a) and (b), subject to the Participation, Registration Rights and Coordination Agreement, but without regard to any other restrictions on transfer contained elsewhere in this Agreement (other than the provisions of Sections 3.6 and 5.2, if applicable); provided that the Prospective Selling Stockholder does not direct, request or encourage such underwriters, market makers or block sale purchasers to resell such shares to any Person who is a Restricted Person or non-U.S. Person for purposes of Federal Communications Laws (in all cases, without taking into account for such purposes any foreign attribution related to non-controlling equity owners of any entity organized under the Laws of a state of the United States of America (i.e., only ownership by a non-U.S. Person or group that owns a majority of voting equity, or directly or indirectly has the right to or does nominate or designate a majority of the members of the board of directors or similar body, of an entity organized under the Laws of a state of the United States of America will be taken into account)) (for the avoidance of doubt, nothing in this Section 3.1.3 shall restrict the Transfer of Shares to a nationally recognized underwriter, in its capacity as an underwriter of a public underwritten offering where such underwriter agrees to undertake in good faith to sell such Shares within two (2) Business Days after its acquisition thereof). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement, and the transferees thereof shall not become parties to ...