Common use of Requirements for Transfer Clause in Contracts

Requirements for Transfer. Other than Transfers permitted pursuant to Section 2.2(i), (iii) and (iv) of this Agreement, no Corporation Securities shall be transferred upon the books of the Corporation, nor shall any sale or transfer or any other disposition thereof be effective, unless and until (a) all of the terms and conditions of this Agreement and applicable law have been first complied with and, with respect to compliance with applicable law, the Corporation has been provided with an opinion of counsel in form and substance satisfactory to the Corporation's counsel, and (b) the transferees shall have executed an agreement in form and substance satisfactory to counsel for the Corporation to assume and become subject to all of the rights and obligations hereunder of the party whose Corporation Securities it has acquired, including, without limitation, the obligation to make payment for any unpaid stock subscriptions and the obligations and restrictions under Article II hereof with respect to disposition of the Corporation Securities with the same full force and effect as if originally a signatory hereto.

Appears in 5 contracts

Samples: Stockholders' Agreement (Metal Management Inc), 4 Stockholders' Agreement (Jacobs Gerard M), Stockholders' Agreement (Metal Management Inc)

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