Transfer of the Securities. 1.1 On the Transfer Date (as defined below) Transferor shall transfer to Transferee and Transferee shall acquire, subject to all of the terms and conditions hereof, the Securities.
Transfer of the Securities. (a) The Holder shall not: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (each, a "Transfer") with respect to, any or all of the Securities or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Securities; (iv) deposit any of the Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of the Holder's obligations hereunder or the consummation of the transactions contemplated hereby or by the Merger Agreement.
Transfer of the Securities. At the Closing, the Sellers shall deliver to the Purchaser duly executed stock powers and other instruments of transfer in form and substance satisfactory to the Purchaser as are necessary to transfer the ownership of the Securities to the Purchaser in accordance with all applicable Legal Requirements. At the Closing, the Purchaser or its designee shall become the legal and beneficial owner of the Securities, which, as of the Closing, shall constitute all of the issued and outstanding securities of the Foreign Subsidiaries.
Transfer of the Securities. (a) On Completion and subject to Clause 5.5 below, each of the Sellers shall transfer the Securities listed opposite its name in Schedule 3 and 4 (which, for the avoidance of doubt, do not include the securities of the Company held by the Direct Investors Entity and the Private Investment Entity, except as provided herein), free from any Encumbrance and together with all rights attached thereto, including the rights to receive any dividends and interest relating to the Securities declared or accrued at any time on or after the Locked Box Date, to the Buyer and the Buyer shall acquire the aforementioned Securities from the Sellers through the execution of the Notarial Deeds before the Notary. A template of the Notarial Deeds is attached hereto as Schedule 8.
Transfer of the Securities. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Securities, except for (i) transfers to any spouse of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any Securities (otherwise than in connection with a transaction of the type described in Section 5 or by exercising any options to acquire shares of Company Common Stock), (c) deposit the Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Securities or grant any proxy or power of attorney with respect to the Securities, (d) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Securities or any other securities of the Company, or (e) take any other action that would in any way destroy, diminish or impair the voting power or economic rights or other rights attributable to such Stockholder's Securities or restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.
Transfer of the Securities. If the Lender (i) provides the Company with an opinion by counsel reasonably satisfactory to the Company, in form, scope and substance reasonably satisfactory to the Company, to the effect that the Securities to be transferred may be transferred pursuant to an exemption from registration under the 1933 Act, (ii) transfers (in accordance with the provisions of this Agreement) any of the Securities to an Affiliate which is an accredited investor or (iii) transfers any of the Securities in compliance with Rule 144, then, in each instance, the Company shall permit such transfer and, if applicable, promptly (and in all events within five business days) issue, or instruct any transfer agent to issue, one or more certificates in such name and in such denominations as specified by the Lender.
Transfer of the Securities the Closing. In reliance upon the representations of Genesis and the Company contained in Section 1.3 hereof and subject to the terms and conditions set forth herein, Infinity Outdoor shall acquire the Subsidiary Warrant. The closing (the "Closing") of Infinity Outdoor's purchase of the Subsidiary Warrant shall be held at 10:00 a.m., Los Angeles time on June ____, 2000 (the "Closing Date"), by facsimile transmission of documents, or at such other time or place as the parties hereto may mutually agree. On the Closing Date, the Company will tender to Infinity Outdoor the Subsidiary Warrant, registered in Infinity Outdoor's name, duly executed and dated the Closing Date, in consideration of Infinity Outdoor's agreement to jointly market advertising with the Company. Infinity Outdoor shall have certain rights to tender the Subsidiary Warrant in exchange for the Genesis Warrant as set forth in and in accordance with the terms of the Subsidiary Warrant. In the event Infinity Outdoor so tenders the Subsidiary Warrant, Genesis will deliver to Infinity Outdoor the Genesis Warrant, registered in Infinity Outdoor's name and duly executed. In addition, in the event the assets comprising the Centerlinq network are transferred by the Company to another entity controlled by Genesis, the Subsidiary Warrant shall be exchanged for a like warrant to purchase securities of such entity.
Transfer of the Securities. Each Lender acknowledges that the Loans have not been registered under the Securities Act and represents and agrees that it is acquiring the Loans and the Securities for its own account and that it will not, directly or indirectly, transfer, sell, assign, pledge or otherwise dispose of its Loans or Securities (or any interest therein) unless such transfer, sale, assignment, pledge or other disposition is made (i) pursuant to an effective registration statement under the Securities Act or (ii) pursuant to an available exemption from registration under, and otherwise in compliance with, the Securities Act. Each Lender represents, warrants, covenants and agrees to and with the Borrower and Newco that it is either (i) a qualified institutional buyer within the meaning of Rule 144A under the Securities Act acting for its own account or the account of one or more other qualified institutional buyers, and is aware that the Borrower and Newco may rely upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder or (ii) an institutional "accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act. Each of the Lenders acknowledges that the Securities will bear a legend restricting the transfer thereof in accordance with the Securities Act and the rules and regulations thereunder to the extent set forth in Section 3.12. Subject to the provisions of the previous paragraph, each of Newco and the Borrower agrees that each Lender will be free to sell or transfer all or any part of the Loans or the Securities (including, without limitation, participation interest in the Loans) to any third party and to pledge any or all of the Securities to any commercial bank or other institutional lender. Any assignment by any Lender of all or any part of such Lender's rights and obligations hereunder and under the other Loan Documents shall be made pursuant to an Assignment and Acceptance executed by the assigning Lender, the assignee and delivered to the Paying Agent for recording in the Loan Register.
Transfer of the Securities. 12.3.1. ACS Canada will take all necessary steps and corporate proceedings to cause the ACS Canada Common Shares issued by ACS Canada to be duly and validly issued and delivered to the Fund at the Closing on the Date of Closing and the Over-Allotment Completion Date, as the case may be, free and clear of all Liens other than (i) the restrictions on transfer, if any, contained in the articles of ACS Canada and (ii) Liens, if any, granted by the Fund.
Transfer of the Securities. The Securities may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee.
