Transfer of Restricted Securities. (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.
(b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C.
(c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.
Transfer of Restricted Securities. Restricted Securities are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in Section 4B below, any other legally available means of transfer.
Transfer of Restricted Securities. (i) Restricted Securities are transferable only pursuant to (a) public offerings registered under the Securities Act, (b) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule is available and (c) subject to the conditions specified in subparagraph (ii) below, any other legally available means of transfer.
(ii) In connection with the transfer of any Restricted Securities (other than a transfer described in clause (a) or (b) of subparagraph (i) above), the holder thereof shall deliver written notice to Orius describing in reasonable detail the transfer or proposed transfer, together with an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or other counsel which (to Orius's reasonable satisfaction) is knowledgeable in securities law matters to the effect that such transfer of Restricted Securities may be effected without registration of such Restricted Securities under the Securities Act. In addition, if the holder of the Restricted Securities delivers to Orius an opinion of Kirkxxxx & Xllis, Akerman, Senterfitt & Eidsxx, Xxite and Willxxxx XXX or such other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, Orius shall promptly upon such contemplated transfer deliver new certificates or instruments, as the case may be, for such Restricted Securities which do not bear the Securities Act legend set forth in Section 10C(v) below. If Orius is not required to deliver new certificates or instruments, as the case may be, for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to Orius in writing its agreement to be bound by the conditions contained in this Section 10C(ii) and Section 10C(v) below.
(iii) Upon the request of a holder of Restricted Securities, Orius shall promptly supply to such holder or such holder's prospective transferees all information regarding Orius required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.
(iv) If any Restricted Securities become eligible for sale pursuant to Rule 144(k), Orius shall, upon the request of the holder of such Restricted Securities, remove the legend set forth in Section 10C(v) from the certificates or instruments, as the case may be, representing such Restricted Securities.
(v) Each certificat...
Transfer of Restricted Securities. Each Shareholder acknowledges that the Securities are restricted securities and are transferable only pursuant to: (a) an effective registration statement under the Securities Act pertaining to such securities; (b) Rule 144 of the SEC (or any similar rule or rules then in force) if such rule or rules are available; and (c) any other legally available means of transfer. In connection with the transfer of any Securities (other than a transfer described in clauses (a) or (b) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer.
Transfer of Restricted Securities. Management Stockholder shall not, directly or indirectly, transfer, sell, assign, pledge, offer or otherwise dispose of any interest in any Restricted Securities (a "Transfer") except pursuant to (i) Section 3, Section 4.3 or Section 4.4 hereof, (ii) Section 3(a) (participation rights), Section 3(c) (permitted transfers) and Section 5 (sale of the company) of the LLC Securityholders Agreement, or (iii) a Public Sale (clauses (i) through (iii) collectively referred to herein as "Exempt Transfers"). Prior to effecting any Transfer of Restricted Securities (other than (y) to the Company, to any Other Senior Managers or to the Investors or (z) in connection with a Public Sale or Sale of the Company), Management Stockholder shall obtain from each transferee their written agreement to be bound by the provisions of Section 4 of this Agreement for the benefit of the Company, the Other Senior Managers and the Investors.
Transfer of Restricted Securities. 5 8. Representations and Warranties of the Company........................ 6 8.1 Organization and Corporate Power............................ 6 8.2 Capital Stock and Related Matters........................... 6 8.3 Subsidiaries................................................ 7 8.4 Authorization; No Breach.................................... 7 8.5 Financial Statements........................................ 8 8.6 Absence of Undisclosed Liabilities.......................... 8 -i- TABLE OF CONTENTS 8.8 Absence of Certain Developments............................. 8 8.9 Assets...................................................... 9
Transfer of Restricted Securities. Each Purchaser agrees that it will not sell, transfer or otherwise dispose of any Note, in whole or in part, except pursuant to an effective registration statement under the Securities Act, or an exemption from registration thereunder.
Transfer of Restricted Securities. No holder of Restricted Securities (other than Madison Dearborn Capital Partners III, L.P. or its affiliates) shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his Restricted Securities (a "Transfer"), except pursuant to the provisions of this paragraph 3.
Transfer of Restricted Securities. Each Purchaser acknowledges that the Restricted Securities are transferable only pursuant to: (a) public offerings registered under the Securities Act; (b) Rule 144 or Rule 144A of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available; and (c) any other legally available means of transfer. In connection with the transfer of any Restricted Securities (other than a transfer described in clauses (a) or (b) above), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. In addition, upon the request of Interprise, the Company shall promptly supply to Interprise or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.
Transfer of Restricted Securities. Re: 8% Convertible Senior Notes Due 2013 (the “Securities”) of AbitibiBowater Inc.
