Distribution of Stock and Liquidity Restrictions Sample Clauses

Distribution of Stock and Liquidity Restrictions. (a) Except as set forth herein, XM Ventures shall not effect any offer to sell, sale, contract to sell or otherwise dispose of any shares of AMSC Common Stock. Notwithstanding the foregoing, XM Ventures may pledge shares of AMSC Common Stock to a pledgee that is a bank, savings and loan association or credit union organized under the laws of the United States or any state thereof, the deposits of which are insured by a United States federal agency, pursuant to a bona fide pledge of such shares as collateral security for indebtedness or other obligations due to the pledgee, provided that such shares shall remain subject to, and upon foreclosure, realization or other similar action by the pledgee, shall be transferred only in accordance with, the provisions of Section 3.1(b). (i) Upon the receipt by XM Ventures of the First Transfer, XM Ventures may sell or otherwise dispose of and/or distribute to the WorldSpace Stockholders and/or Option Holders (if and when such Option Holders become stockholders of WorldSpace) up to 1.7 million shares of AMSC Common Stock received under the First Transfer, and the remaining shares from the First Transfer as well as all of the shares under the Second Transfer shall be held by XM Ventures in accordance with the terms of this Agreement. (ii) On or after the last day of each consecutive 3-month period following the Closing Date, XM Ventures may sell or otherwise dispose of and/or distribute to the WorldSpace Stockholders and/or Option Holders (if and when such Option Holders become stockholders of WorldSpace) up to an additional 20% of the Acquired AMSC Stock. Any such sales, disposals or distributions by XM Ventures pursuant to this Section 3.1(a) shall be made in compliance with the terms of this Agreement (including without limitation Sections 3.1(b) and 7.7 hereof, and the legend set forth in Section 4.9 hereof) and applicable securities laws. (b) XM Ventures and each of the Significant Stockholders, without the prior written consent of AMSC, which consent shall not be unreasonably withheld, shall not (i) knowingly transfer in a directed sale any of the AMSC Common Stock held by them to: (A) WorldSpace or any affiliate of WorldSpace (other than a WorldSpace Stockholder or Option Holder in accordance with the terms of this Agreement); (B) any alien or the representative of any alien; or (C) any corporation, partnership, or other legal entity of which more than one-fourth of the capital stock or other ownership interests i...
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Related to Distribution of Stock and Liquidity Restrictions

  • Distribution of Shares (a) Subject to the provisions of Paragraphs 6, 7, 10, 11, 12, 13 and 14 hereof, and to such minimum purchase and other requirements as may from time to time be indicated in the Fund's Prospectus, Distributor, acting as principal for its own account and not as agent for the Fund, shall have the right to purchase Shares from the Fund. Distributor shall sell Shares only in accordance with the Fund's Prospectus, on a "best efforts" basis. Distributor shall purchase Shares from the Fund at a price equal to the net asset value, shall sell Shares at the public offering price as defined in Paragraph 8, and shall retain all sales charges. (b) The Fund shall pay all expenses associated with notices, proxy solicitation material, the preparation of annual or more frequent revisions to the Fund's Prospectus and SAI and of printing and supplying the currently effective Prospectus and SAI to shareholders, other than those necessitated by Distributor's activities or rules and regulations related to Distributor's activities where such amendments or supplements result in expenses which the Fund would not otherwise have incurred. (c) The Distributor (or its affiliates) shall pay the costs of printing and supplying all copies of the Prospectus and SAI that it may reasonably request for use in connection with the distribution of Shares. The Distributor will also pay the expenses of the preparation, excluding legal fees, and printing of all amendments and supplements to the Fund's Prospectus and SAI if the amendment or supplement arises from Distributor's activities or rules and regulations related to Distributor's activities and those expenses would not otherwise have been incurred by the Fund. Distributor will pay all expenses incurred by Distributor in advertising, promoting and selling Fund Shares. (d) Prior to the continuous offering of any Fund Shares, commencing on a date agreed upon by the Fund and the Distributor, it is contemplated that the Distributor may solicit subscriptions for such Shares during a subscription period which shall last for such period as may be agreed upon by the parties hereto. The subscriptions will be payable within three business days after the termination of the subscription period, at which time the Fund will commence operations.

  • Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

  • RESERVATION OF STOCK, ETC ISSUABLE ON EXERCISE OF WARRANT; FINANCIAL STATEMENTS. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, all shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. This Warrant entitles the Holder hereof to receive copies of all financial and other information distributed or required to be distributed to the holders of the Company's Common Stock.

  • Distribution Restrictions The Employer must elect in Section 6.03 the Adoption Agreement the distribution events permitted under the Plan. The distribution events applicable to the Participant's Deferral Contributions Account, Qualified Nonelective Contributions Account and Qualified Matching Contributions Account must satisfy the distribution restrictions described in paragraph (m) of Section 14.03.

  • Stock Dividends, Distributions, Etc If, while this Pledge Agreement is in effect, Pledgor becomes entitled to receive or receives any securities or other property in addition to, in substitution of, or in exchange for any of the Pledged Shares (whether as a distribution in connection with any recapitalization, reorganization or reclassification, a stock dividend or otherwise), Pledgor shall accept such securities or other property on behalf of and for the benefit of the Company as additional security for Pledgor's obligations under the Note and shall promptly deliver such additional security to the Company together with duly executed forms of assignment, and such additional security shall be deemed to be part of the Pledged Shares hereunder.