Sale of Company Stock. The Executive acknowledges and agrees that he shall not sell or otherwise dispose of any shares of Company stock acquired pursuant to the exercise of a stock option, other than shares sold in order to pay an option exercise price or the related tax withholding obligation, until 90 days after the Date of Termination. Notwithstanding the foregoing, Cinergy, in its sole discretion, may waive the restrictions contained in the previous sentence.
Sale of Company Stock. On and subject to the terms and conditions of --------------------- this Agreement, STOCKHOLDERS will sell, assign and transfer to HDS on the Closing Date the COMPANY Stock, free and clear of any liens or encumbrances or of any rights or claims of others, and HDS will purchase the COMPANY Stock and will pay as consideration therefore the purchase price in accordance with the terms of this Agreement and on the dates as provided in this Section 1.
Sale of Company Stock. The Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any kind or nature whatsoever (“Liens”), effective at the closing of the transactions contemplated by this Purchase Agreement (the “Closing”), the Company Stock. Buyer hereby accepts delivery of such Company Stock and hereby purchases such Company Stock from the Seller at the Closing.
Sale of Company Stock. The Company shall use commercially reasonable efforts to cooperate with Executive in connection with the sale of Company stock pursuant to Rule 144 under the Securities Act of 1933, as amended. The Company shall provide legal opinions, without cost to Executive, in connection herewith.
Sale of Company Stock. (a) Other than as set forth in this Paragraph 5, for a period of twenty-four (24) months from the Separation Date (the “Restriction Period”), Executive will not, directly or indirectly:
(i) offer for sale, sell, assign, pledge, encumber, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of common stock of the Company (“Shares”); or
(ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of Shares, whether any such transaction is to be settled by delivery of Shares or other securities, in cash or otherwise (the actions and events in Paragraph 5(a)(i) and Paragraph 5(a)(ii), collectively, a “Transfer”).
(b) Notwithstanding the provisions of Paragraph 5(a) above, Executive may:
(i) subject to the provisions set forth in Paragraph 5(b)(ii), Transfer up to 100,000 Shares in the period from October 1, 2022 through March 31, 2023, up to 100,000 Shares in the period from April 1, 2023 through September 30, 2023, and up to 100,000 Shares in the period from October 1, 2023 through March 31, 2024; and
(ii) during the Restriction Period, Transfer Shares only in “brokers’ transactions” (within the meaning of Section 4(a)(4) of the Securities Act of 1933, as amended) on any trading day during the Restriction Period (the “Trade Date,” which shall be the date that Executive agrees to Transfer the applicable Shares) up to a maximum of 7.5% of the Average Daily Volume, provided that each such Transfer must comply with the policies of the Company that restrict transfers that are unlawful, if applicable to Executive, and with applicable laws and regulations;
(c) The restrictions in Paragraphs 5(a) and 5(b) shall not apply to: (i) Transfers of Shares as a bona fide gift; (ii) Transfers of Shares to any trust, partnership, limited liability company or other entity for the direct or indirect benefit of the Executive or the immediate family of the Executive; (iii) Transfers of Shares to any beneficiary of the Executive pursuant to a will, trust instrument or other testamentary document or applicable laws of descent; (iv) Transfers of Shares to the Company; (v) Transfers of Shares purs...
Sale of Company Stock. Subject to the terms and conditions of this Agreement, at the Closing Seller will sell and transfer the Company Stock to Buyer and Xxxxx XxxXxx will deliver the 3,750 shares to Buyer, and Buyer will purchase the Company Stock from Seller.
Sale of Company Stock. During the one-year period following the Effective Date, Executive agrees that he shall sell the shares of Company common stock now owned by him only in accordance with the provisions of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), regardless of whether any such shares are or will become registered under the Securities Act or whether another exemption from the registration requirements of the Securities Act is available; provided, however, that Executive shall not be required to file any notices required under Rule 144, unless otherwise required to do so by law. From time to time, at Company's request, Executive will furnish to Company reasonable assurance that he has complied with Rule 144 (other than the Rule's notice requirements). Provided that Executive has complied with the provisions of this Section 5, Company will reasonably cooperate in effecting any such transfers made by Executive under this Section.
Sale of Company Stock. 4 ARTICLE 4 - Powers of the Trustee
Sale of Company Stock. The Trustee is not authorized to sell shares of Company Stock allocated to a Participant's Accounts prior to a Liquidation Event, except (a) as provided in Section 5.4, (b) for purchases and sales of shares of Company Stock between the Accounts of electing Participants, to the extent the Committee establishes a mechanism permitting such purchase and sale transactions and (c) to the extent the Trustee determines that Company Stock is no longer a prudent investment for the Plan. If a Liquidation Event occurs with respect to a Participant and the Participant elects to have his interest in the Company Stock Fund distributed in cash, the Trustee shall, upon notice from the Committee of the Participant's election, sell to the Company or the Affiliated Company, and the Company or an Affiliated Company shall purchase from the Trustee, the shares of Company Stock allocated to the Participant's Accounts as of the Repurchase Date. The Company or Affiliated Company shall purchase such shares of Company Stock for cash at a price per share equal to the fair market value of the Company Stock as of the Repurchase Date as determined in good faith by the Trustee based upon an appraisal provided at least annually by an independent appraiser selected by the Trustee. No commission shall be charged with respect to such purchase and sale.
Sale of Company Stock. 1 1.02 Purchase Price and Method of Payment..........................2
