Transfer and Ownership Sample Clauses

Transfer and Ownership. By this Agreement and the simultaneous exchange of the Seller Certificates by Seller for payment in full of the Purchase Price by Purchaser at the Closing, Seller hereby irrevocably grants, bargains, sells and conveys to Purchaser, and Purchaser accepts, all legal, equitable and beneficial ownership, and right, title and interest in and to the Purchased Shares. Seller shall retain all legal, equitable and beneficial ownership, and right, title and interest in and to all Shares owned by Seller (including the "Excess Shares," as hereinafter defined, and any other Shares of Common Stock owned or hereafter acquired by Seller) other than the Purchased Shares.
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Transfer and Ownership. The GDRs are in registered form. Title to the GDRs passes by registration in the Register and accordingly, transfer of title to a GDR is effective only upon such registration. The Depositary will refuse to accept for transfer any GDRs if it reasonably believes that such transfer would result in violation of any applicable laws and may refuse to register a transfer of GDRs until all payments due to the Depositary from the Holder of such GDRs have been made. The Holder of any GDR will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder. Interests in Rule 144A GDRs represented by the Rule 144A Master GDR may be transferred to a person whose interest in such Rule 144A GDRs is subsequently represented by the Regulation S Master GDR only upon receipt by the Depositary of written certifications (in the forms provided in the Deposit Agreement) from the transferor and the transferee to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act. Prior to expiration of the Distribution Compliance Period, no owner of Regulation S GDRs may transfer Regulation S GDRs or Shares represented thereby except in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act or to, or for the account of, a qualified institutional buyer as defined in Rule 144A under the Securities Act (each a "QIB") in a transaction meeting the requirements of such Rule 144A. There shall be no transfer of Regulation S GDRs by an owner thereof to a QIB except as aforesaid and unless such owner (i) withdraws Shares from the Regulation S Facility in accordance with Clause 3.5 of the Deposit Agreement and (ii) instructs the Depositary to deliver the Shares so withdrawn to the account of the Custodian to be deposited into the Rule 144A Facility for issuance thereunder of Rule 144A GDRs to, or for the account of, such QIB. Issuance of such Rule 144A GDRs shall be subject to the terms and conditions of the Deposit Agreement, including, with respect to the deposit of Shares and the issuance of Rule 144A GDRs, delivery of the duly executed and completed written certif...
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Transfer and Ownership. Subject to the consent of the Issuer (which consent shall not be unreasonably be withheld), each Noteholder may transfer the Notes held by it (or any of them) to any other person. Transfers (as well as exposure transfers; including sub-participations) will be permissible only as long as the Swiss Non-Bank Rules are respected. For the avoidance of doubt, transfers shall always be permissible as long as there are not more than five lenders that are not Swiss Qualifying Banks in aggregate under this Agreement. The Notes may only be transferred or otherwise disposed of by way of a written declaration of assignment (Abtretungserklärung) of the transferring Noteholder or an assignment agreement (Abtretungsvertrag) entered into between the transferring Noteholder and the transferee. The transfer shall only be effective with the entry of the transferee in the Register (as defined below).
Sample 1
Transfer and Ownership. The Preferred Shares represented by the Depositary Shares that are evidenced by this Depositary Receipt are subject to restrictions on transfer and ownership for the purpose of assisting the Trust in maintaining its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended. Accordingly, the Depositary Shares are subject to these restrictions on transfer based on the amount of Preferred Shares represented by such Depositary Shares. Subject to certain further restrictions and except as expressly provided in the Trust’s Declaration of Trust: (a) no Person may Acquire or Beneficially Own Shares of the Trust in excess of 9.8 percent in number or value, whichever is more restrictive, of the aggregate outstanding Shares of the Trust; (b) no Person (other than an Excluded Holder) may Acquire or Beneficially Own Common Shares in excess of 5.0 percent in number or value, whichever is more restrictive, of the outstanding Common Shares of the Trust; and (c) no Person may Acquire or Beneficially Own Shares of any class or series of Preferred Shares of the Trust in excess of 9.8 percent in number or value, whichever is more restrictive, of the aggregate of the outstanding Preferred Shares of such class or series. Separate restrictions set forth in Section 6.7 of the Declaration of Trust apply to restrict the permissible Constructive Ownership of Shares. Any Person who Beneficially Owns or attempts to Beneficially Own Shares in excess of the above limitations must immediately notify the Trust, any Shares so held may be subject to mandatory redemption or sale in certain events, certain purported acquisitions of Shares in excess of such limitations shall be void ab initio, and any Shares purported to be Acquired or Beneficially Owned in excess of such limitation will be automatically converted into and exchanged for Excess Shares. Excess Shares have limited economic rights, no dividend rights and no voting rights. A Person who attempts to Beneficially Own Shares in violation of the ownership limitations set forth in subparagraph (b) of Section 6.7 of the Declaration of Trust of the Trust shall have no claim, cause of action, or any other recourse whatsoever against a transferor of such shares. All capitalized terms in this legend have the meanings defined in the Trust’s Declaration of Trust, a copy of which, including the restrictions on transfer, will be sent without charge to each shareholder who so requests.
Sample 1
Transfer and Ownership. Upon the termination of this Agreement, Agency shall return, transfer, assign and make available to Client, or its representative, all property and materials in Agency's possession or control provided to Agency by Client. Also upon termination of this Agreement, Agency shall transfer, assign and make available to Client, or its representative, all property and materials in Agency's possession or control created by Agency for Client, provided that Client has paid for such property and materials. Agency will also cooperate in transferring, with approval of third parties in interest, all reservations, contracts and arrangements with advertising media or others for advertising time or space or materials yet to be used, and all related rights and claims, upon being duly released from such obligations. As between Client and Agency, Client shall own all rights including, without limitation, all intellectual property rights, to any advertising or materials which are produced for Client by Agency prior to the effective termination of this Agreement. In this regard, Agency shall proceed promptly upon Client's approval to complete production of any such materials during the applicable termination notice period. Agency agrees to take all steps and to execute such documents as may be requested by Client from time to time, and at Client's expense to protect or record Client's interests in such materials. Agency agrees that Client shall retain all right, title and interest in and to its intellectual property, including, without limitation, its copyrightable material, trademarks, service marks and trade dress, and that all use of such intellectual property shall inure to the benefit of the Client. As soon as the same is agreed upon by Agency and Client, an incentive compensation arrangement for Agency will be added to this Agreement as Appendix 1. If this Agreement is terminated by either party, all references to incentive compensation arrangements in Appendix 1 will be prorated by the percentage of the applicable term of the Agreement elapsed at that time.
Sample 1
Transfer and Ownership. 3.1 The ADSs are in registered form, each corresponding to 100 Shares. Title to the ADSs passes by registration in the Register and accordingly, transfer of title to an ADS is effective only upon such registration. The Depositary will refuse to accept for transfer any ADSs if it reasonably believes that such transfer would result in violation of any applicable laws. The Holder of any ADS will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such ADS is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder.
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Related to Transfer and Ownership

  • Transfer and Ownership of Warrants (1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” and (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

  • Record Ownership The Company, or its attorney, shall maintain a register of the Holder of the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.

  • License and Ownership 1.1 Pursuant to the terms and conditions specified in this Agreement, Starfish hereby grants to Customer, and Customer hereby accepts from Starfish, a nontransferable, nonexclusive right and license to use the software (the “Solution”) identified in the Ordering Document during the Term (as defined in Section 2.1) for Customer’s own internal business purposes.

  • Risk and Ownership C14.1 Subject to clause C13 above, risk in the Goods shall, without prejudice to any other rights or remedies of the Authority (including the Authority’s rights and remedies under clause C16 below) pass to the Authority when delivery is completed to the Authority’s reasonable satisfaction.

  • TRANSFER AND SUB-CONTRACTING 31.1 This Framework Agreement is personal to the Supplier and the Supplier shall not assign, novate or otherwise dispose of or create any trust in relation to any or all rights and obligations under this Framework Agreement or any part thereof without the Approval.

  • RESERVATION OF RIGHTS AND OWNERSHIP PFU or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is protected by copyright and other intellectual property laws and treaties. Except as expressly stated herein, this XXXX does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by PFU and its suppliers.

  • Title and Ownership Contractor warrants and represents that it has (i) full ownership, clear title free of all liens, or (ii) the right to transfer or deliver specified license rights to any Products acquired by Authorized User under this Contract. Contractor shall be solely liable for any costs of acquisition associated therewith. Contractor shall indemnify Authorized Users and hold Authorized Users harmless from any damages and liabilities (including reasonable attorneys’ fees and costs) awarded by a court of competent jurisdiction arising from any breach of Contractor’s warranties as set forth herein.

  • Capitalization and Ownership The authorized capital stock of the Borrower consists of 30,000,000 shares of common stock of which 6,990,151 shares as of August 8, 2000 (referred to herein as the "Shares") are issued and outstanding and are owned. All of the Shares have been validly issued and are fully paid and nonassessable. There are no options, warrants or other rights outstanding to purchase any such shares except as indicated on Schedule 6.1.2. ---------------

  • POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

  • Confidentiality and Ownership 17.1 Ownership of all inventions, improvements, designs, creations, developments and other intellectual property relating to or deriving from any of the work performed by the Employee shall be the property of the Employer and/or the relevant Client of the Employer.

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