Sale of Shares of Common Stock. If you are employed in and a citizen of the People’s Republic of China, you authorize the Corporation to instruct E*Trade, or any successor plan administrator, to sell all of your shares of Common Stock that are issued under the RSUs, and are in your brokerage account established with E*Trade, or any successor plan administrator on the 90th day following your termination of employment or as soon as administratively feasible after the 90th day, including termination of employment due to death, Disablement or Retirement, or such other time as the Corporation determines is necessary or advisable to facilitate compliance with local exchange control requirements. The shares may be sold as part of a block trade with other participants in which all participants receive an average price.
Sale of Shares of Common Stock. In the event that shares of Common Stock are issued in respect of Performance Units within six (6) months of the Grant Date, you agree that you will not dispose of such shares prior to the six-month anniversary of the Grant Date. There are no country-specific provisions.
Sale of Shares of Common Stock. Except as disclosed in the Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
Sale of Shares of Common Stock. (a) If the HMC Group (taken as a whole) or either of the Existing Stockholders (each, a "Transferor") proposes to Transfer for value 90% or more of the number of shares of Common Stock then owned by the Transferor to any third party, in one transaction or a series of related transactions (other than sales to the public pursuant to an effective registration statement or sales to the public pursuant to Rule 144 under the Securities Act), the Transferor shall first give written notice to the Company of such desire, setting forth the terms and conditions of the proposed sale and the price at which the Transferor desires to sell. The Company shall thereupon, within ten (10) Business Days following its receipt of the foregoing notice (the "Election Period"), notify the Transferor in writing of its election to either (i) acquire the Common Stock proposed to be sold by the Transferor, in which event the Company shall be obligated to acquire such stock upon the same terms and conditions contained in such notice, subject to a definitive written agreement between the parties, or (ii) not to acquire such interests. Failure to respond to the Transferor with regard to a notice of a proposed sale prior to the expiration of the Election Period shall be deemed to be an election not to acquire the capital stock of the Transferor.
(b) If the Transferor satisfies all of the foregoing conditions and the Company has not given notice of its intention to purchase the Common Stock of the Transferor to be transferred, the Transferor may, upon the expiration of the Election Period and subject to Section 4.2, transfer such Common Stock to any other Person at a purchase price equal to or higher than the price set forth in the notice given the Company and otherwise upon the same terms and conditions contained in the election notice.
Sale of Shares of Common Stock. Xxxxxx Brothers and the Senior Executives each agree that they and their respective affiliates will not sell any shares of Common Stock which they beneficially own, in a single transaction or series of related transactions, to any third person or persons which to the knowledge of Xxxxxx Brothers and the Senior Executives after reasonable inquiry, would beneficially own after such transactions more than 10% of the then outstanding Common Stock (or more than 15% of the then outstanding Common Stock if such person or persons are eligible to report the acquisition of such shares on Schedule 13G pursuant to Rule 13d-1(b)(1) under the Securities Exchange Act of 1934, as such rule is currently in effect).
Sale of Shares of Common Stock. If you sell the shares of common stock acquired upon vesting of your Restricted Stock Units within 30 days of the original ESS deferred taxing point, your ESS deferred taxing point will be shifted to the date of sale for purposes of determining the amount of assessable income and you will not be subject to capital gains taxation. If you sell the shares of common stock acquired upon vesting of your Restricted Stock Units more than 30 days after the original ESS deferred taxing point, you will be subject to capital gains taxation to the extent that the sales proceeds exceed your cost basis in the shares of common stock sold, assuming that the sale of shares of common stock occurs in an arm’s-length transaction (as will generally be the case provided that the shares of common stock are sold through the NYSE). Your cost basis in the shares of common stock will generally be equal to the market value of the shares of common stock at the ESS deferred taxing point (which will generally be the vesting date) plus any incremental costs you incur in connection with the sale (e.g., brokers fees). The amount of any capital gain you realize must be included in your assessable income for the year in which the shares of common stock are sold. However, if you hold the shares of common stock for at least one year prior to selling (excluding the dates you acquired and sold the shares of common stock), you may be able to apply a discount to the amount of capital gain that you are required to include in your assessable income. If this discount is available, you may calculate the amount of capital gain to be included in your assessable income by first subtracting all available capital losses from your capital gains and then multiplying each capital gain by the discount percentage of 50%. You are responsible for reporting any income you realize from the sale of shares of common stock acquired upon vesting of Restricted Stock Units and paying any applicable taxes due on such income. If your sales proceeds are lower than your cost basis in the shares of common stock sold (assuming the sale occurred in an arm’s-length transaction), you will realize a capital loss. Capital losses may be used to offset capital gains realized in the current tax year or in any subsequent tax year, but may not be used to offset other types of income (e.g., salary or wage income).
Sale of Shares of Common Stock. Notwithstanding anything herein to the contrary, if Xxxxxxxx proposes to sell at least a majority of its Shares of the Company to any third party, in one or a series of transactions (any such sale being referred to as a "Go-Along Sale"), then (a) Cerberus, at its option, may require a Participant or Designated Beneficiary to sell all of the Shares acquired by such Participant or Designated Beneficiary pursuant to the Plan, at the same time as the completion of Cerberus' sale, or (b) if Cerberus does not exercise such option, each Participant or Designated Beneficiary holding Shares acquired pursuant to the Plan, shall have the right to require the third party in the Go-Along Sale to purchase from such Participant or Designated Beneficiary, all or a portion of such Shares, for the same consideration as received by Cerberus as provided herein. If Xxxxxxxx proposes to engage in a Go-Along Sale, it shall provide such Participant or Designated Beneficiary with written notice (a "Go-Along Notice") at least twenty (20) days prior to the proposed closing of the Go-Along Sale. Such Go-Along Notice shall set forth: (i) the name and address of the proposed purchaser in the Go-Along Sale and the proposed closing date for such Go-Along Sale, (ii) the proposed amount and form of consideration to be paid for the Shares and the terms and conditions of payment and (iii) whether Cerberus is electing to exercise its option to require the Participant or Designated Beneficiary to sell all or a portion of the Shares acquired pursuant to the Plan. If Cerberus does not exercise its option pursuant to this Section 10(iii), the Participant or Designated Beneficiary shall give notice to Cerberus, within ten (10) days after receipt of the Go-Along Notice, that he or she is exercising its right to require the third party in the Go-Along Sale to purchase all or a portion of the Shares acquired by such Participant or Designated Beneficiary pursuant to the Plan. The portion of the Shares which the third party in the Go-Along Sale shall purchase from the Participant or Beneficiary pursuant to this Section 10 shall be in the same percentage as the percentage of Shares being sold by Cerberus in the Go-Along Sale. The closing of a Go-Along Sale shall take place on such date and at such time as Cerberus specifies to such Participant or Designated Beneficiary by not less than three (3) days' prior notice. At the closing of a Go-Along Sale, such Participant or Designated Beneficiary shall cause...
Sale of Shares of Common Stock. Shares of Common Stock purchased at exercise of the Options are accepted as a personal investment. In the event that the Options vest within six (6) months of the Date of Grant, the Optionee agrees the Options may not be exercised prior to the six-month anniversary of the Date of Grant.
Sale of Shares of Common Stock. The Optionee hereby agrees that the shares of Common Stock acquired pursuant to the Options will not be offered for sale in Singapore prior to the six-month anniversary of the Grant Date, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”).
Sale of Shares of Common Stock. In the event that shares of Common Stock are issued in respect of Performance Units within six (6) months of the Grant Date, you agree that you will not dispose of such shares prior to the six-month anniversary of the Grant Date. HUNGARY There are no country-specific provisions. INDIA TERMS AND CONDITIONS Fringe Benefit Tax Obligation. This provision supplements Section V of the Award Agreement: By accepting the Award, you consent and agree to assume liability for any fringe benefit tax (“FBT”) that may be payable by the Company and/or your Employer in connection with the Award. You understand that the grant of the Award is contingent upon your agreement to assume liability for FBT payable on the Award. Further, by accepting the Award granted hereunder, you agree that the Company and/or your Employer may collect the FBT from you by any of the means set forth, as applicable, in Section V of the Award Agreement, or by any other reasonable method established by the Company. You also agree to execute promptly any other consents or elections required to accomplish the foregoing, upon request of the Company. Appendix-5
