Public Transfer definition
Examples of Public Transfer in a sentence
In addition, the Repurchase Option granted under this Article VII shall terminate (i) as to Restricted Securities proposed to be Transferred in a Proposed Public Transfer on the date such Restricted Securities are sold pursuant to such Proposed Public Transfer; and (ii) as to Restricted Securities proposed to be Transferred to a Proposed Private Transfer Qualified Transferee, on the date such Restricted Securities are transferred to such Proposed Private Transfer Qualified Transferee.
In case of a Proposed Public Transfer under Rule 144, the Offer Notice shall include only the information specified in items (i), (iii) and (v) above, and in the case of a demand pursuant to Section 4.1 or request for registration pursuant to Section 4.2 such Restricted Stockholder’s demand or request will constitute its Offer Notice.
In the case of any Proposed Public Transfer, the purchase price for purposes of this Section 5.3 will be the volume-weighted average closing price of the Common Stock (or the volume-weighted average closing price of the amount of Common Stock into which the Capital Stock is convertible) over the thirty 30 days preceding Restricted Stockholder’s delivery of the Offer Notice.
Notwithstanding the foregoing, if such Restricted Stockholder proposes to Transfer Restricted Securities pursuant to a Proposed Public Transfer, the name, address and price of the Offered Securities may not be applicable or available.
The purchase price at which the Public Offered Shares are offered to MVII shall be the price and terms specified in the Public Transfer Notice.
Before any Shares may be Transferred by the Investor pursuant to a Permitted Public Transfer (excluding any Transfer pursuant to paragraph (d) of Exhibit C), the Investor shall deliver a written notice (a “ROFO Notice”) to the Company, which shall confirm the Investor’s bona fide intention to Transfer Shares (such shares, the “ROFO Shares”) in a Permitted Public Transfer.
In no event shall any party that had previously declined to participate, or did not have the right to participate, in such Strategic Partner Demand Registration or Public Transfer be entitled to receive notice of or participate therein as a result of a revised notice of such increase or decrease, as applicable.
If the Investor desires to Transfer any ROFO Shares following the end of the ROFO Open Period in a Permitted Public Transfer, then the Investor shall be required to comply with the procedures set forth under this Section 4.6 again by delivering a new ROFO Notice to the Company and provide the Company with the right to nominate one or more Preferred New Investors and such Preferred New Investor(s) with another ROFO Negotiation Period pursuant to this Section 4.6.
Each notice of a proposed Demand Transfer shall specify whether such Transfer will be a Public Transfer or a Negotiated Transfer, whether a Negotiated Transfer will be registered or unregistered, the approximate number of Registrable Securities proposed to be Transferred, the proposed timetable for the transaction and the anticipated per share price range for such Transfer.
Notwithstanding the foregoing, the provisions of this Section 5(b) shall be subject to the provisions of Section 3(f), and if Issuer exercises its rights of postponement pursuant to Section 3(f) with respect to any proposed Public Transfer, the provisions of this Section 5(b) shall not apply unless and until such time as Issuer notifies the Donees of the termination of such postponement and the Donees notify Issuer of their intention to continue with such proposed Public Transfer.