Common use of Public Transfers Clause in Contracts

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.

Appears in 1 contract

Samples: Stockholders Agreement (Sungard Capital Corp)

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Public Transfers. Subject to 3.4, any 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 3.4, 3.7 and Article V5, if applicable). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement.

Appears in 1 contract

Samples: Shareholder Agreements (Sungard Data Systems Inc)

Public Transfers. Subject to 3.4, any 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.

Appears in 1 contract

Samples: Stockholders Agreement (Sungard Capital Corp Ii)

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Public Transfers. Subject to 3.4, any 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 Majority Principal Investors, if there are any Principal Investors remaining, and otherwise, the Company, so determine, ; provided that the Requisite Majority 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 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 businessbusiness or Rule 144, 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 3.6 and 3.7 and Article V5, if applicable). Shares Transferred pursuant to this Section 3.1.3 shall conclusively be deemed thereafter not to be Shares under this Agreement.

Appears in 1 contract

Samples: Stockholders Agreement (Univision Communications Inc)

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