Securities Notice. The Plan is not an offer to the public in Angola. RSUs are granted only to employees of the Company and its Subsidiaries and Affiliates. Any securities granted under the Plan are not negotiable in Angola. Payout of RSUs in Cash Only Pursuant to the Company’s discretion under Section 2(ii) of the Plan and notwithstanding the language in Section 3 of the Grant Agreement, due to legal considerations in Angola, the RSUs granted to Employees in Angola shall be settled in cash only (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares.
Securities Notice. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority.
Securities Notice. If the Employee acquires Shares under the Plan and subsequently offers to sell the Shares to a person or entity resident in Australia, such offer may be subject to disclosure requirements under Australian law. The Employee should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.
Securities Notice. As long as an Investor holds the Minimum Holding, subject to Section 4.8 of this Agreement, if any Controlling Shareholder proposes to sell or transfer any securities of the Company held by it or any other Permitted Holder (as defined below) to a third party purchaser (the “Third Party Purchaser”) other than as otherwise agreed by Investor Approval in writing prior to such sale or transfer, or in the case of any Exempt Transfer (as defined in Section 4.7 below), such Controlling Shareholder shall, within twenty (20) days prior to the consummation of such transfer or sale, offer such securities to Eligible Investors by sending written notice (an “Offering Notice”) to Eligible Investors, which shall state (a) the identity of the Third Party Purchaser, (b) the type and number of such securities proposed to be transferred (the “Offered Securities”), including detailed terms of such securities (if other than Common Stock); (c) the proposed purchase price per share for the Offered Securities (the “Offer Price”); and (d) the terms and conditions of such sale. The Offering Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement or understanding relating to the Offered Securities. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.
Securities Notice. Shares of the Company are not publicly offered or listed on any stock exchange in Argentina. The offer is private and not subject to the supervision of any Argentine governmental authority. Exchange Control Notice Under current exchange control laws in Argentina, the Employee is not permitted to purchase and remit foreign currency out of Argentina for the purpose of acquiring foreign securities (including Shares). If the Employee transfers proceeds from the sale of Shares into Argentina within ten days of receipt (i.e., the proceeds have not been held in an offshore bank or brokerage account for at least ten days prior to transfer), the Employee must deposit 30% of the proceeds into a non-interest bearing account in Argentina for 365 days. If, however, the Employee has satisfied the ten day holding obligation, the Argentine bank handling the transaction may still request certain documentation in connection with the Employee's request to transfer proceeds into Argentina, including evidence of the sale and proof that no funds were remitted out of Argentina to acquire the Shares. If the bank determines that the ten day rule or any other rule or regulation promulgated by the Argentine Central Bank has not been satisfied, it will require that 30% of the proceeds be placed in a non-interest bearing dollar denominated mandatory deposit account for a holding period of 365 days. Please note that exchange control regulations in Argentina are subject to frequent change. The Employee should consult with his or her personal legal advisor regarding any exchange control obligations the Employee may have in connection with his or her participation in the Plan.
Securities Notice. Securities approval is required for the resale of Shares in Albania for Albanian residents. ALGERIA
Securities Notice. As long as Citadel holds the Alternative Minimum Holding, subject to Section 4.8 of this Agreement, if the Controlling Shareholder proposes to sell or transfer any securities of the Company held by it or any other Permitted Holder to a third party purchaser (the “Third Party Purchaser”) other than as otherwise agreed by Citadel in writing prior to such sale or transfer, or in the case of any Exempt Transfer (as defined in Section 4.7 below), the Controlling Shareholder shall, within fifteen (15) business days prior to the consummation of such transfer or sale, offer such securities to Citadel by sending written notice (an “Offering Notice”) to Citadel, which shall state (a) the identity of the Third Party Purchaser, (b) the type and number of such securities proposed to be transferred (the “Offered Securities”), including detailed terms of such securities (if other than Common Stock); (c) the proposed purchase price per share for the Offered Securities (the “Offer Price”); and (d) the terms and conditions of such sale. The Offer Price shall in no event be less than the Conversion Price, as defined in the CB Indenture. The Offering Notice shall also certify that the Controlling Shareholder has received a firm offer from the Third Party Purchaser and in good faith believes a binding agreement for the Offered Securities is obtainable on the terms set forth on the Offering Notice. The Offering Notice shall also include a copy of any written proposal, term sheet or letter of intent or other agreement or understanding relating to the Offered Securities and proof satisfactory to the Company that the Offered Securities will not violate any applicable securities laws. Upon delivery of the Offering Notice, such offer shall be irrevocable unless and until the rights of first refusal provided for herein shall have been waived or shall have expired.
Securities Notice. Securities approval is required for the resale of Shares in Albania for Albanian residents. ALGERIA Payout of RSUs in Cash Only Pursuant to the Company’s discretion under Section 2(ii) of the Plan and Section 3 of the Grant Agreement, due to legal considerations in Algeria, the RSUs granted to Employees in Algeria shall be settled in cash only, paid through local payroll (less any Tax-Related Items and/or fees) and do not provide any right for the Employee to receive Shares. ANGOLA
Securities Notice. If any Xxxxxxx Stockholder proposes to Transfer (as defined in Section 5(d) below) any shares of capital stock of the Company (“Shares”) held by it (each a “Selling Stockholder” and, together with any other Selling Stockholder(s), the “Selling Stockholders”) to a third party purchaser (the “Third Party Purchaser”) other than as otherwise agreed by both Xxxxxx and Aisling in writing prior to such Transfer and other than any Exempt Transfer (as defined in Section 5(d) below), the Selling Stockholders shall, no less than twenty (20) business days prior to the consummation of such Transfer, send written notice (an “Offering Notice”) to Xxxxxx, Xxxxxxx and Xxxx, which shall state (a) the identity of the Third Party Purchaser; (b) the type and number of such securities proposed to be transferred (the “Offered Securities”), including detailed terms of such securities (if other than Common Stock); (c) the proposed purchase price per share for the Offered Securities (the “Offer Price”); and (d) the terms and conditions of such sale. The Selling Stockholders hereby agree that, notwithstanding anything contained in this Agreement, they shall not, at any time, sell or otherwise transfer in the aggregate more than 12 million of the Shares in a conveyance or conveyances that are not Exempt Transfers without the prior approval of the Company’s Board of Directors.
Securities Notice. The Offer to Exchange, any grant of replacement options that you may receive in exchange for eligible options and any Company’s shares issued to you upon exercise of your replacement options do not constitute a public offering of securities under Hong Kong law and are available only to eligible employees of the Company and its subsidiaries. The Agreement for participants outside the U.S., including any country-specific appendix thereto, the Offer to Exchange, the Plans and any incidental communications that you may receive have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, nor have the documents been reviewed by any regulatory authority in Hong Kong. The Offer to Exchange, any replacement options that you may receive for the exchange of eligible options and any documentation related thereto are intended solely for the personal use of each eligible employee and may not be distributed to any other person. If you are in doubt about any of the contents of the Offer to Exchange, the Plans, the option agreement for participants outside of the U.S., including any country-specific appendix thereto, or the Plans, you should obtain independent professional advice.
