Registered Sales Sample Clauses

Registered Sales. After an initial Public Offering, in the event of a sale of Units by EFH Corp. or any of its Subsidiaries (such Person(s), the “EFH Seller”) in a Public Offering such that, if the applicable Units were EFH Common Stock and the Management Stockholder were a party to the Registration Rights Agreement entered into by and among EFH Corp. and the Sponsor Group members party thereto (the “Registration Rights Agreement”), the Management Stockholder would be entitled to piggy-back registration rights, then the Company and Oncor shall release, subject to applicable law, from the transfer restrictions contained in Section 3(a) hereof a number of the applicable Units, held by the Management Stockholder equal to the number of the applicable Units then held by the Management Stockholder Entities, multiplied by a fraction, the numerator of which is the aggregate number of the applicable Units being registered and sold in such Public Offering by the EFH Seller and the denominator of which is the aggregate number of the applicable Units owned by EFH Corp. and its Subsidiaries.
Sample 1
AutoNDA by SimpleDocs
Registered Sales. In the event of a sale of Common Stock by Parent or any member of the Sponsor Group in accordance with the terms of the Registration Rights Agreement entered into by and among the Company and Sponsor Group members party thereto (the “Registration Rights Agreement”), the Company shall release, subject to applicable law, from the transfer restrictions contained in Section 3(a) hereof a number of shares of Stock held by the Management Stockholder equal to the number of shares of Stock then held by the Management Stockholder Entities, including all shares of Stock which the Management Stockholder Entities are then entitled to acquire under an unexercised Option to the extent then exercisable, multiplied by a fraction, the numerator of which is the aggregate number of shares of Stock being sold by holders of Registrable Securities (as defined in the Registration Rights Agreement) (other than Management Stockholders) and the denominator of which is the aggregate number of shares of Stock owned by the holders of Registrable Securities (other than Management Stockholders).
Sample 1
Registered Sales. If you wish to sell your RADSs in a Registered Sale, the following will apply: · You should confirm that the effectiveness of the Resale Registration Statement has been granted by the SEC and has not been suspended. A copy of the Registration Statement, once filed by Amarin, can be retrieved from the SEC’s Website, wxx.xxx.xxx. To confirm the continuing effectiveness of the Resale Registration Statement, please call the SEC’s public reference desk at (000) 000-0000.
Sample 1
Registered Sales. From time to time, Investor may instruct the Agent to sell Shares pursuant to an effective registration under the Securities Act of 1933, as amended (the "Securities Act"), by delivering to the Agent, with a copy to the Company, a notice substantially in the form of Exhibit E attached hereto (the "Registered Sale Notice"). If the Registered Sale Notice appears to be in proper form and relates to a non-underwritten distribution, the Agent shall instruct the Stockbroker to sell through the Brokerage Account in accordance with the registration that number of Shares as were indicated in the Registered Sale Notice. If Certificates representing at least the number of Shares requested to be sold are not already in the Brokerage Account, the Agent shall cause such Certificates to the delivered to the Stockbroker prior to the settlement date of any sales. If the Registered Sale Notice appears to be in proper form and relates to an underwritten distribution, the Agent shall deliver, or cause the Stockbroker to deliver, to the underwriter Certificates representing that number of Shares as were indicated in the Registered Sale Notice. Nothing contained herein shall require the Agent to determine whether or not the sale or proposed sale of the Shares complies with the registration requirements or the Securities Act. The Net Proceeds from the sale of the Shares shall be delivered to or at the direction of Investor promptly after the settlement date of each sale; subject to the limitations imposed by Sections 3(d) and 3(e).
Sample 1

Related to Registered Sales

  • Registered Assets Investments which are registered may be registered in the name of the Custodian, a Subcustodian, or in the name of the Fund or a nominee for any of the foregoing, and may be held in any manner set forth in paragraph 5.2 above with or without any identification of fiduciary capacity in such registration.

  • Registered Shareholders The Trust shall be entitled to recognize the exclusive right of a person registered on its books as the owner of Shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of Shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or Shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by applicable law or the Declaration of Trust.

  • Registered Stockholders The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

  • Registered Partners The Partnership shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

  • Registered Members The Company shall be entitled to recognize the exclusive right of a Person registered on its records as the owner of Units for all purposes and shall not be bound to recognize any equitable or other claim to or interest in Units on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act or other applicable Law.

  • Unregistered Securities (a) Accredited Investor Status; Sophisticated Purchasers. Such Purchaser is an “accredited investor” within the meaning of Rule 501 under the Securities Act and is able to bear the risk of its investment in Purchased Securities and the Conversion Shares. Such Purchaser has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Purchased Securities and the Conversion Shares.

  • Unregistered Shares Claimant represents that he understands that the Athena shares of common stock have not been registered for sale under federal or state securities laws and that said securities are being issued to Claimant pursuant to a claimed exemption from the registration requirements of such laws which is based upon the fact that said securities are not being offered to the public. Claimant understands that in order to satisfy such requirement he must be acquiring the shares with no view to making a public distribution of said securities and the representations and warranties contained in this Section III are given with the intention that Athena may rely thereon for purposes of claiming such exemption; and that he understands that he must bear the economic risk of his investment in the securities for a substantial period of time, because the securities have not been registered under the federal or state securities laws, and cannot be sold unless subsequently registered under such laws, or unless an exemption from such registration is available.

  • Payment for Securities (a) Payment for the Securities in the amount of the Subscription Amount (less any amounts that the Subscriber elects to net against such amount pursuant to the terms of the Side Letter, dated as of the date of the Closing, between the Company, the Subscriber and the other parties thereto) shall be received by the Company from the Subscriber by wire transfer of immediately available funds to the account below prior to the Closing (such account, the “Company Account”). Such payment shall be received into the Company Account no later than December 22, 2011, or such other date thereafter as the Company may designate in writing. Wire Instructions: Bank: HSBC Bank USA 000 0xx Xxxxxx Xxx Xxxx, XX 00000 X.X.X. Swift Address: MRMD US33 Further Credit: HSBC Bank Bermuda Limited Head Office, Front Street Xxxxxxxx XX 11 Bermuda SWIFT: BBDA BMHM Final Credit: Third Point Reinsurance Ltd. Account No.: 000-000000-000 USD

  • Registered Capital As soon as practicable following the Closing, each of the Warrantors shall cause the registered capital of the Domestic Companies, Dian Guan and the WFOE to be paid in full in accordance with the requirements set forth in the Charter Documents of such companies.

  • Securities in Bearer and Registered Form All Investments held which are issued or issuable only in bearer form, shall be held by the Custodian in that form; all other Investments held for a Fund may be registered in the name of the Custodian, any sub-custodian appointed in accordance with this Agreement, or the nominee of any of them. The Trust agrees to furnish to the Custodian appropriate instruments to enable the Custodian to hold, or deliver in proper form for transfer, any Investments that it may hold for the account of any Fund and which may, from time to time, be registered in the name of a Fund. Investments which are certificated may be held in registered or bearer form: (a) in the Custodian's vault; (b) in the vault of a Sub-custodian or agent of the Custodian or a Sub-custodian; or (c) in an account maintained by the Custodian, Sub-custodian or agent at a Securities Depository, all in accordance with customary market practice in the jurisdiction in which any Investments are held. Investments which are registered may be registered in the name of the Custodian, a Sub-custodian, or in the name of the Trust or a nominee for any of the foregoing, and may be held in any manner set forth in this Section 6 with or without any identification of fiduciary capacity in such registration. Investments which are represented by book-entry may be so held in an account maintained by the book-entry agent on behalf of the Custodian, a Sub-custodian, an Agent of the Custodian, or a Securities Depository.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!