Transfer of Executive Securities. No Holder shall Transfer any interest in any Executive Securities except pursuant to an Exempt Transaction or pursuant to this Section 5. No Holder shall consummate any such Transfer (except pursuant to an Exempt Transaction or pursuant to Section 5(c)) until sixty-one (61) days following the latest of the delivery to the Company and CHS of the Offer Notice (as defined below), unless all rights provided in Section 5(b) have been exercised or waived, and the parties to the Transfer have been finally determined pursuant to such exercises or waivers prior to the expiration of such sixty-one (61) day period (the "ELECTION PERIOD"). Notwithstanding anything to the contrary herein contained, except pursuant to an Exempt Transaction, neither Executive nor any of his Permitted Transferees shall Transfer any interest in Executive Securities (i) unless Executive or such Permitted Transferee(s) has received a bona fide written offer to purchase such Executive Securities, (ii) until one hundred twenty (120) days following Executive's Termination and (iii) in any event without the prior written consent of a majority of the members of the Board (which approval shall not be unreasonably withheld).
Appears in 1 contract
Samples: Executive Securities Agreement (Beacon Roofing Supply Inc)
Transfer of Executive Securities. No Holder shall Transfer any interest in any Executive Securities except pursuant to an Exempt Transaction or pursuant to this Section 56. No Holder shall consummate any such Transfer (except pursuant to an Exempt Transaction or pursuant to Section 5(c6(c)) until sixty-one (61) days following the latest of the delivery to the Company and CHS of the Offer Notice (as defined below), unless all rights provided in Section 5(b6(b) have been exercised or waived, and the parties to the Transfer have been finally determined pursuant to such exercises or waivers prior to the expiration of such sixty-one (61) day period (the "ELECTION PERIOD"). Notwithstanding anything to the contrary herein contained, except pursuant to an Exempt Transaction, neither Executive nor any of his Permitted Transferees shall Transfer any interest in Executive Securities (i) unless Executive or such Permitted Transferee(s) has received a bona fide written offer to purchase such Executive Securities, (ii) until one hundred twenty (120) days the expiration of the Repurchase Options following Executive's Termination and (iii) in any event without the prior written consent of a majority of the members of the Board (which approval shall not may be unreasonably withheldwithheld for any reason or no reason).
Appears in 1 contract
Samples: Chief Executive Securities Agreement (Beacon Roofing Supply Inc)
Transfer of Executive Securities. No Holder shall Transfer any interest in any Executive Securities except pursuant to an Exempt Transaction or pursuant to this Section 56. No Holder shall consummate any such Transfer (except pursuant to an Exempt Transaction or pursuant to Section 5(c6(c)) until sixty-one sixty (6160) days following the latest of the delivery to the Company and CHS of the Offer Notice (as defined below), unless all rights provided in Section 5(b6(b) have been exercised or waived, and the parties to the Transfer have been finally determined pursuant to such exercises or waivers prior to the expiration of such sixty-one sixty (6160) day period (the "ELECTION PERIODElection Period"). Notwithstanding anything to the contrary herein contained, except pursuant to an Exempt Transaction, neither Executive nor any of his Permitted Transferees shall Transfer any interest in Executive Securities (i) unless Executive or such Permitted Transferee(s) has received a bona fide written offer to purchase such Executive Securities, and (ii) until one hundred twenty (120) days following Executive's Termination and (iii) in any event without the prior written consent of a majority of the members of the Board (which approval shall not may be unreasonably withheldwithheld for any reason or no reason).
Appears in 1 contract
Samples: Executive Securities Agreement (Houston Wire & Cable CO)
Transfer of Executive Securities. No Holder shall Transfer any interest in any Executive Securities except pursuant to an Exempt Transaction or pursuant to this Section 56. No Holder shall consummate any such Transfer (except pursuant to an Exempt Transaction or pursuant to Section 5(c6(c)) until sixty-one (61) days following the latest of the delivery to the Company and CHS of the Offer Notice (as defined below), unless all rights provided in Section 5(b6(b) have been exercised or waived, and the parties to the Transfer have been finally determined pursuant to such exercises or waivers prior to the expiration of such sixty-one (61) day period (the "ELECTION PERIOD"). Notwithstanding anything to the contrary herein contained, except pursuant to an Exempt Transaction, neither Executive nor any of his Permitted Transferees shall Transfer any interest in Executive Securities (i) unless Executive or such Permitted Transferee(s) has received a bona fide written offer to purchase such Executive Securities, (ii) until one hundred twenty (120) days following Executive's Termination and (iii) in any event without the prior written consent of a majority of the members of the Board (which approval shall not may be unreasonably withheldwithheld for any reason or no reason).
Appears in 1 contract
Samples: Executive Securities Agreement (Beacon Roofing Supply Inc)
Transfer of Executive Securities. No Holder shall Transfer any interest in any Executive Securities except pursuant to an Exempt Transaction or pursuant to this Section 56. No Holder shall consummate any such Transfer (except pursuant to an Exempt Transaction or pursuant to Section 5(c6(c)) until sixty-one sixty (6160) days following the latest of the delivery to the Company and CHS of the Offer Notice (as defined below), unless all rights provided in Section 5(b6(b) have been exercised or waived, and the parties to the Transfer have been finally determined pursuant to such exercises or waivers prior to the expiration of such sixty-one sixty (6160) day period (the "ELECTION PERIODElection Period"). Notwithstanding anything to the contrary herein contained, except pursuant to an Exempt Transaction, neither Executive nor any of his or her Permitted Transferees shall Transfer any interest in Executive Securities (i) unless Executive or such Permitted Transferee(s) has received a bona fide written offer to purchase such Executive Securities, and (ii) until one hundred twenty (120) days following Executive's Termination and (iii) in any event without the prior written consent of a majority of the members of the Board (which approval shall not may be unreasonably withheldwithheld for any reason or no reason).
Appears in 1 contract
Samples: Executive Securities Agreement (Houston Wire & Cable CO)
Transfer of Executive Securities. No Holder shall Transfer any interest in any Executive Securities except pursuant to an Exempt Transaction or pursuant to this Section 56. No Holder shall consummate any such Transfer (except pursuant to an Exempt Transaction or pursuant to Section 5(c6(c)) until sixty-one sixty (6160) days following the latest of the delivery to the Company and CHS of the Offer Notice (as defined below), unless all rights provided in Section 5(b6(b) have been exercised or waived, and the parties to the Transfer have been finally determined pursuant to such exercises or waivers prior to the expiration of such sixty-one sixty (6160) day period (the "ELECTION PERIODElection Period"). Notwithstanding anything to the contrary herein contained, except pursuant to an Exempt Transaction, neither Executive nor any of his Permitted Transferees shall Transfer any interest in Executive Securities (i) unless Executive or such Permitted Transferee(s) has received a bona fide written offer to purchase such Executive Securities, and (ii) until one hundred twenty (120) days following Executive's Termination and (iii) in any event without the prior written consent of a majority of the members of the Board (which approval shall not may be unreasonably withheldwithheld for any reason or no reason).
Appears in 1 contract
Samples: Executive Securities Agreement (Houston Wire & Cable CO)