Non-Affiliate Transfer definition
Non-Affiliate Transfer means a transfer of shares of Non-Voting Common Stock to any person that is not an affiliate of a holder of the Non-Voting Common Stock immediately following the issuance thereof. The Company shall, upon the request of each such holder and a written certification from such transferee holder of such holder’s non-affiliation with the original holder of such Non-Voting Common Stock, in a form reasonably acceptable to the Company, issue and deliver to such holder new certificates (unless shares of Voting Common Stock are then maintained in book-entry form) representing such non-affiliate holder’s shares of Voting Common Stock. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such request and certification is received by the Company, and the person or persons entitled to receive the shares of Voting Common Stock issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Voting Common Stock as of such date and time. Each share of Non-Voting Common Stock that is converted pursuant to this section shall be retired by the Company and shall not be reissued.
Non-Affiliate Transfer means a direct transfer to a Person that is not an Affiliate of the Holder.
Examples of Non-Affiliate Transfer in a sentence
In order to ensure that the Stockholders, in the aggregate, do not exceed the Daily Cap (plus, if applicable, the Good Faith Adjustment), each Stockholder agrees (i) to use a broker selected by the Company and agreed to by the Stockholders’ Agent (the “Broker”), to execute any Non-Affiliate Transfer; and (ii) to be bound by the terms and conditions of the Broker Instructions (as defined below).