Refusal to Register Sample Clauses

Refusal to Register. (a) Subject to the requirements imposed by applicable laws, the Directors may not register any transfer of Shares which does not comply with Section 3, Section 4 or Section 8. Any Disposal made in breach of this Section 3.3(a) shall be invalid.
Sample 1
AutoNDA by SimpleDocs
Refusal to Register. (a) The Shareholders shall, to the extent permissible under applicable laws, procure that on the date of a Disposal under this Section 4, a Board meeting be held to approve the Disposal and to register the transfer of the Disposal Shares into the register of members of the Company.
Sample 1
Refusal to Register. The Company must refuse to register the transfer of any Membership Interests that does not comply with Article X.
Sample 1
Refusal to Register. The Subscriber understands that the Issuer is required, under Rule 903 of Regulation S, to refuse to register the transfer of any of the Securities to be received by the Subscriber pursuant to this Agreement that are not transferred pursuant to a registration statement under the 1933 Act, in compliance with Regulation S, or otherwise pursuant to an available exemption from registration;
Sample 1
Refusal to Register. (a) The Issuer Board may refuse to register any transfer of Notes:
Sample 1
Refusal to Register. If Stockholder or any Transferee requests the registration of transfer of any of the Shares, and the Company is not able to determine to its satisfaction that such transfer is a Permitted Transfer, the Company may refuse to register such transfer until the Company has received such assurances as it may require that such transfer is a Permitted Transfer. If no such assurances are forthcoming within a reasonable time, the terms of Section 5.3 of this Agreement shall be applicable. Stockholder (and each of his/her Transferees) hereby agrees to indemnify and save harmless the Company and its directors, officers, employees or agents from any claims or demands against the Company or its directors, officers, employees or agents arising out of, or in connection with, the refusal of the Company to register a transfer of the Shares. Stockholder (and each of his/her Transferees) further agrees that the Company shall not be responsible to any heirs, legatees, beneficiaries, partners, representatives or assigns for any loss, damage or expense suffered as the result of any action taken by the Company pursuant to the provisions of this Agreement.
Sample 1
Refusal to Register. (a) The Company may refuse to register the issue or transfer of any Shares if clauses 3.4 or 3.5 has not been complied with.
Sample 1
AutoNDA by SimpleDocs
Refusal to Register. The Company shall not be required (a) to transfer on its books any Options Shares that have been sold or otherwise transferred in violation of any of the provisions of this Agreement or (b) to treat as owner of such Option Shares or to accord the right to vote or pay dividends to any purchaser or other transferee to whom such shares shall have been so transferred.
Sample 1
Refusal to Register. (a) The Issuer may only refuse to register a transfer of any Notes if such registration would contravene or is forbidden by Applicable Regulation or the Terms.
Sample 1

Related to Refusal to Register

  • No Obligation to Register The Company shall be under no obligation to register the Restricted Shares pursuant to the Securities Act or any other federal or state securities laws.

  • Right Register The Right Agent shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the Rights. Upon the initial issuance of the Rights, the Right Agent shall issue and register the Rights in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Right Agent by the Company.

  • Company’s Refusal to Register Transfer of the Securities The Company shall refuse to register any transfer of the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

  • Right to Request Registration Subject to the provisions hereof, at any time the Shelf Registration Statement covering all Registrable Securities is not effective, other than as permitted in accordance with Section 4 hereof, and until the Termination Date, a Holder may at any time request registration under the Securities Act for resale of all, but not less than all, of the Registrable Securities then-held by the applicable Holder(s) (a “Demand Registration” and each Holder who properly initiates such request shall be referred to individually as an “Initiating Holder” and collectively as the “Initiating Holders”). Subject to Section 2(f) and Sections 4 and 5 below, the Company shall (i) file a Registration Statement registering for resale such number of Registrable Securities as requested to be so registered pursuant to this Section 2(b) (a “Demand Registration Statement”) within forty-five (45) days after the Initiating Holders’ request therefor and (ii) use commercially reasonable efforts to cause such Demand Registration Statement to be declared effective by the SEC as soon as practical thereafter. To the extent requested by the Initiating Holders, the Demand Registration Statement shall allow the offer and sale of the Registrable Securities on a continuous basis pursuant to Rule 415 under the Securities Act, unless the Company is not eligible to use a form which allows such offer and sale in which case the Demand Registration Statement shall allow such offer and resale for so long a period as permitted by the Securities Act and the rules thereunder.

  • ASSIGNMENT OF THE REGISTRATION RIGHTS The rights to have the Company register Registrable Securities pursuant to this Agreement shall be automatically assigned by the Investors to any transferee of the Registrable Securities (or all or any portion of any Debenture of the Company which is convertible into such securities) only if: (a) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment, (b) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (i) the name and address of such transferee or assignee and (ii) the securities with respect to which such registration rights are being transferred or assigned, (c) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the Securities Act and applicable state securities laws, and (d) at or before the time the Company received the written notice contemplated by clause (b) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein. In the event of any delay in filing or effectiveness of the Registration Statement as a result of such assignment, the Company shall not be liable for any damages arising from such delay, or the payments set forth in Section 2(c) hereof.

  • Transferee Entitled to Registration The transferee of a Debenture shall be entitled, after the appropriate form of transfer is lodged with the Trustee or other registrar and upon compliance with all other conditions in that behalf required by this Indenture or by law, to be entered on the register as the owner of such Debenture free from all equities or rights of set-off or counterclaim between the Corporation and the transferor or any previous holder of such Debenture, save in respect of equities of which the Corporation is required to take notice by statute or by order of a court of competent jurisdiction.

  • Notice of Registration If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a registration relating solely to employee benefit plans, or (ii) a registration relating solely to a Commission Rule 145 transaction, the Company will:

  • Recordation into Register Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or any Increasing Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.

  • Register The Company shall maintain, at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

  • The Register (i) Administrative Agent shall maintain, at its address referred to in subsection 10.8, a register for the recordation of the names and addresses of Lenders and the Commitments and Loans of each Lender from time to time (the "Register"). The Register shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice.

Time is Money Join Law Insider Premium to draft better contracts faster.