Stop Transfer Instructions definition

Stop Transfer Instructions. Restrictive Legend, Upon original issuance thereof, and until such time as the same is no longer required under this Agreement, and/or the applicable requirements of the applicable laws and regulations of each governmental authority having jurisdiction over the issuance, sale, transfer or other disposition of the Shares: (a) E-Pub shall issue "stop transfer" instructions to the transfer agent of the E-Pub Stock, and such other instructions as E-Pub may deem advisable to prevent the sale, assignment, transfer or other disposition of any of the Shares; (b) any certificate or certificates evidencing Xxxxxxx'x ownership of the Shares (and all certificates issued in exchange therefor or substitution thereof) shall bear the following legend: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR SALE BY THE HOLDER HEREOF UNDER THE APPLICABLE LAWS AND/OR REGULATIONS OF ANY GOVERNMENTAL AUTHORITY HAVING JURISDICTION WITH RESPECT THERETO. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER SAID LAWS OR REGULATIONS" and (c) in the event that the transfer agent of the E-Pub Stock shall fail or refuse for any reason to implement the "stop transfer" instructions set forth in sub-section (a) hereof, or to place the legend set forth in sub-section (b) hereof upon each of the Global Certificates evidencing the Shares, Pearson shall enter into an escrow agreement with E-Pub and the Custodian which shall provide that the Custodian shall hold all of the Shares in accordance with, and subject to, the various restrictions and limitations on transfer of the Shares imposed by Section 16 of this Agreement.
Sample 1Sample 2
Stop Transfer Instructions. The Company has, with respect to all Common Stock (other than the Securities to be sold pursuant to this Agreement) and other Capital Stock and any securities convertible into or exercisable or exchangeable for Common Stock or other Capital Stock owned or held (of record or beneficially) by any of the persons who have entered into or are required to enter into an agreement in the form of Exhibit C hereto, instructed the transfer agent or other registrar to enter stop transfer instructions and implement stop transfer procedures with respect to such securities during the Lock-Up Period (as defined below); during the Lock-Up Period, the Company will not cause or permit any waiver, release, modification or amendment of any such stop transfer instructions or stop transfer procedures without the prior written consent of Xxxxx and Wachovia; and, in the event that the Lock-up Period is extended as provided in Section 3(j) below, the Company will promptly notify the transfer agent or other registrar and all of the persons who have entered into an agreement in the form of Exhibit C hereto of such extension.
Sample 1

Examples of Stop Transfer Instructions in a sentence

  • LOCK-UP 9 5.1 Agreement to Lock-Up 9 5.2 Stop Transfer Instructions 9 6.

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon receipt of cancellation and withdrawal instructions) the Receipts indicated in such Stop Transfer Instructions, during the Blocked Period.

  • Under no circumstances will the Client place stop transfer instructions ("Stop Transfer Instructions") with its transfer agent with respect to the Shares.

  • The Depositary shall not honor any voting instructions except with respect to, and only to the extent of, the number of ADS either (a) timely received timely for Blocking or (b) for which it has received Stop Transfer Instructions.

  • Holders of ADR(s) registered in name on the books of the Depositary (other than DTC) will, as a precondition for exercising voting rights, be required to irrevocably instruct the Depositary not to transfer the ADR(s) (and not to cancel such ADR(s) upon receipt of cancellation and withdrawal instructions) evidencing the ADSs in respect of which voting instructions have been given ("Stop Transfer Instructions").

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer the ADR(s) (and cancel ADR(s) upon receipt of cancellation and withdrawal instructions) indicated in such Stop Transfer Instructions, during the Blocking Period.

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer (and cancel Receipts upon receipt of cancellation and withdrawal instructions) the Receipts indicated in such Stop Transfer Instructions, during the Blocking Period.

  • The Depositary shall, upon receipt of such Stop Transfer Instructions, refuse to transfer, or cancel, upon receipt of cancellation and withdrawal instructions, the ADSs indicated in such Stop Transfer Instructions, during the Blocking Period.

  • Stop Transfer Instructions...............................................

  • After the twelve (12) month period following the Effective Date of this Agreement has lapsed, the Company shall direct the transfer agent to release Stop Transfer Instructions.

Related to Stop Transfer Instructions

  • Transfer Instructions are the information that you provide when using the Service. “Us,” “We,” and “Our” means Credit Union.

  • Transfer Instruction is a specific information provided for a transfer to be made that you provide to the Account to Account Transfer Service for a transfer of funds.

  • Voice Initiated Funds Transfer Instruction means any Voice Initiated Redemption or Voice Initiated Election.For the purposes of these definitions, the singular includes the plural and the plural includes the singular, unless otherwise indicated. General Exclusions - Applicable to All Insuring Clauses2. This bond does not directly or indirectly cover:a. loss not reported to the COMPANY in writing within sixty (60) days after termination of this Bond as an entirety;b. loss due to riot or civil commotion outside the United States of America and Canada, or any loss due to military, naval or usurped power, war or insurrection. This Section 2.b., however, shall not apply to loss which occurs in transit in the circumstances recited in INSURING CLAUSE 3., provided that when such transit was initiated there was no knowledge on the part of any person acting for the ASSURED of such riot, civil commotion, military, naval or usurped power, war or insurrection;c. loss resulting from the effects of nuclear fission or fusion or radioactivity;d. loss of potential income including, but not limited to, interest and dividends not realized by the ASSURED or by any customer of the ASSURED;e. damages of any type for which the ASSURED is legally liable, except compensatory damages, but not multiples thereof, arising from a loss covered under this Bond;f. costs, fees and expenses incurred by the ASSURED in establishing the existence of or amount of loss under this Bond, except to the extent covered under INSURING CLAUSE 11.;g. loss resulting from indirect or consequential loss of any nature; General Exclusions - Applicable to All Insuring Clauses(continued)h. loss resulting from dishonest acts by any member of the Board of Directors or Board of Trustees of the ASSURED who is not an Employee, acting alone or in collusion with others;

  • RBC instructions means the RBC report, including risk-based capital instructions adopted by the NAIC, as the RBC instructions may be amended by the NAIC from time to time in accordance with the procedures adopted by the NAIC.

  • Transfer Agent Instruction Letter means the letter from the Company to the Transfer Agent which instructs the Transfer Agent to issue Underlying Shares pursuant to the Transaction Documents, in the form of Exhibit B attached hereto.

  • Delivery Instructions means the instructions set out in the Contract for the provision of the Goods and Services, including any other information the Authority considers appropriate to the provision of the Goods and Services.

  • Proper Instruction means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved. Oral instructions will be deemed to be Proper Instructions if (a) FAS reasonably believes them to have been given by a person previously authorized in Proper Instructions to give such instructions with respect to the transaction involved, and (b) the Investment Company, or the Fund, and FAS promptly cause such oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that the Investment Company, or the Fund, and FAS are satisfied that such procedures afford adequate safeguards for the Fund's assets. Proper Instructions may only be amended in writing.

  • Proper Instructions means Written Instructions.

  • Dispatch Instruction has the meaning set forth in the CAISO Tariff.

  • Payment Instructions has the meaning set forth in Section 5.2(a) of the Loan Agreement.

  • Irrevocable Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • Disbursement Instruction Agreement means an agreement substantially in the form of Exhibit M to be executed and delivered by the Borrower pursuant to pursuant to Section 6.1(a)(xi), as the same may be amended, restated or modified from time to time with the prior written approval of the Administrative Agent.

  • Authorized Instructions shall have the meaning set forth in Section 1.5.

  • Service Instructions means such instructions given to the Bank via any Telephone Banking Service;

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Instruction Letter means written instructions in a form acceptable to NCPS and executed by Issuer Party with Issuer Party directing NCPS to promptly disburse the Escrow Funds to Issuer pursuant to Section 4(a).

  • Payment Instruction is as defined in Section 36 of the General Terms, and is further defined as the information provided by you to the Service for a bill payment to be made to the Xxxxxx (such as, but not limited to, Xxxxxx name, Xxxxxx account number, and Scheduled Payment Date).

  • Transfer Agent Instructions means, with respect to the Company, the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged in writing by the Transfer Agent.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Direct instruction means any instruction given by the person required to provide the notification or any person controlled by that person within the meaning of Article L. 233-3 of the Commercial Code, stipulating how the management company or the investment service provider should exercise the voting rights under given circumstances;

  • Reverse Repurchase Agreement means an agreement pursuant to which the Fund sells Securities and agrees to repurchase such Securities at a described or specified date and price.

  • Transfer Form means a standardized form prescribed by the Management Company to be duly filed by the investor to transfer Units and will be stated in this Offering Document.

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Wire Instructions To: _____________________________________

  • Transfer Order means a transfer order issued pursuant to subsection 40(1) of the CCA transferring this Agreement from the LHIN to Ontario Health;

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.