Unregistered Transfer definition
Examples of Unregistered Transfer in a sentence
No holder of Registrable Securities nor any Affiliate of any such holder of Registrable Securities shall have any liability to any other holder of Registrable Securities or the Corporation arising from, relating to or in connection with the pursuit, consummation, postponement, abandonment or terms and conditions of any such proposed Unregistered Transfer except to the extent such Shareholder shall have failed to comply with the provisions of this Section 7.
In the event the Selling Investor reduces the number of Transfer Securities proposed to be sold pursuant to an Unregistered Transfer, the Transfer Percentage shall be recalculated and the number of Transfer Securities that may be transferred by each Participating Investor shall be reduced accordingly.
Each Participating Investor shall be entitled to sell, to the prospective purchaser(s) (each, a “Proposed Purchaser”), its number of Transfer Securities for a pro rata portion (based on the calculation in clause (b) above) of the Unregistered Transfer proceeds.
If no Participation Election Notice is received by the Selling Investor within such one (1) day period, none of the Participation Holders shall have the right to participate in the Unregistered Transfer, and the Selling Investor shall have the right to consummate the Unregistered Transfer of the number of Registrable Securities stated in the Unregistered Transfer Notice.
The Selling Investor shall, in its sole discretion, decide whether or not to pursue, consummate, postpone or abandon any proposed Unregistered Transfer and the terms and conditions thereof.
Any or all of the Participation Holders may elect to participate in the contemplated Unregistered Transfer by delivering written notice (a “Participation Election Notice”) to the Selling Investor within one (1) day after delivery of the Unregistered Transfer Notice, which Participation Election Notice shall indicate the maximum number of Registrable Securities that such Participation Holder will sell on the same terms and conditions as the Selling Investor.
Costs incurred by any Participating Investor on its own behalf will not be considered costs of the Unregistered Transfer hereunder.
If required pursuant to Section 2.1(a), each Specified Holder proposing to make or enter into an Unregistered Transfer must deliver a Transfer Notice to the ROFR Purchaser (and, in all cases, the Company) no later than twenty (20) Business Days prior to the proposed consummation of such Unregistered Transfer.
Such Proposed Transfer Notice shall (a) offer Mercer the right to purchase any or all of the total number of shares of each class or series of Transfer Stock (or any interest therein) proposed to be assigned, sold, offered for sale, pledged, mortgaged, hypothecated, encumbered, disposed of or otherwise transferred in such Proposed Unregistered Transfer, and (b) contain the other material terms and conditions (including the price in cash) of the Proposed Unregistered Transfer.
To exercise such right under this Section 2.1 with respect to an Unregistered Transfer, the ROFR Purchaser must deliver an Election Notice to the selling Specified Holder within thirty (30) Business Days after receipt by such ROFR Purchaser of the Transfer Notice.