Transfer of Class B Shares. Subject to the terms and conditions hereof, and concurrent with the Redemption, at the Closing, the Paired Interest Selling Stockholder shall convey, assign and transfer the Transferred Class B Shares to the Company, and the Company shall acquire and accept from the Paired Interest Selling Stockholder, free and clear of all Liens (other than any Liens under applicable securities Laws), the Transferred Class B Shares for no additional consideration.
Transfer of Class B Shares. (a) No Class B Holder may directly or indirectly transfer any of such Class B Holder’s interest in his, her or its Class B Shares (including, without limitation, the power to vote or provide a consent with respect to his, her or its Class B Shares by proxy or otherwise, except for proxies given to any person designated by the Board of Directors who is soliciting proxies on behalf of the Company in connection with a general shareholders’ meeting), and the Company shall not acknowledge, cause to register or instruct the transfer agent for the Class B Shares, if any, to register the transfer of such Class B Shares, except to the Company or to a Permitted Transferee, except to the extent required by applicable law; provided, however, such restrictions on transfer shall not apply to a merger or consolidation of the Company with or into another corporation, whether or not the Company is the surviving corporation, but shall apply to the securities issued (the “new securities”) in such merger or consolidation to the extent such new securities have disparate voting rights from the securities issued to the holders of the Class A Shares in such merger, consolidation or business combination and all references to Class B Shares herein shall thereafter refer to the new securities, together with any remaining Class B Shares. Any purported transfer of Class B Shares not permitted under this Agreement shall be deemed null and void. In addition, any time a record or beneficial holder of Class B Shares ceases to be a Permitted Transferee, such holder (i) will not be entitled to exercise the voting rights attached to such Class B Shares and (ii) will notify the Board of Directors that it is no longer a Permitted Transferee, which notification shall be deemed to be a request to convert such Class B Shares into Class A Shares.
Transfer of Class B Shares. Any Transfer or proposal to Transfer by any of the Stockholders of any Class B Shares held by it or by any of its Affiliates shall be permitted only if coupled by a Transfer of the Related Voteco Interest held by it or by any of its Affiliates; provided that any such Transfer or proposed Transfer of Class B Shares shall be subject to Section 4.01(a)(iv) with respect to the Transferred or proposed to be Transferred membership interest or warrant exercisable for a membership interest in Voteco; provided, that any such Transfer or proposed Transfer of Class B Shares by a Stockholder that is not coupled by a Transfer of the Related Voteco Interest shall be null and void ab initio with no force and effect, unless, in the case of a membership interest in Voteco and subject to the receipt of all required Gaming Approvals, such Stockholder is not the sole member of Voteco and chooses to effect the concurrent conversion of such percentage of its membership interests into a Warrant (as defined and contemplated by Section 3.01 of the Limited Liability Company Operating Agreement of Voteco (“Voteco LLC Agreement”), dated as of April 1, 2011) and Voteco shall reflect in its records the conversion of such membership interest for a Warrant.
Transfer of Class B Shares. Issuance of Class A Shares. Effective as of the date of, and on the terms contained in, this Agreement, (a) the DeWitt Wallace Fund xxxxxx xxxxxxers and delivers to the Company, free and clear of all liens, claims, security interests, pledges, charges and other encumbrances (collectively, "Encumbrances"), 4,641,946 shares of Class B Stock and the Lila Wallace Fund hxxxxx xxxxxxers and delivers to the Company, free and clear of all Encumbrances, 4,641,947 shares of Class B Stock (collectively, the "Transferred Class B Shares") and (b) the Company hereby issues and delivers to the DeWitt Wallace Fund, xxxx xxx xxxar of all Encumbrances, 4,015,283 shares of Class A Stock and the Company hereby sells, issues and delivers to the Lila Wallace Fund, xxxx xxx xxxar of all Encumbrances, 4,015,284 shares of Class A Stock (collectively, the "New Class A Shares").
Transfer of Class B Shares. (a) If following the date of this Agreement, the Onex Group shall at any time own, in the aggregate, a number of Relevant Shares that is less than the number of Relevant Shares owned by the Oaktree Group, in the aggregate (such occurrence, an "Automatic Conversion Event"), then at such time, the Onex Group shall immediately convert all Class B Shares held by members of the Onex Group, if any, into Class A Shares and the Company shall take all actions necessary and appropriate in connection therewith. For the purposes of this Agreement, "
Transfer of Class B Shares. If a holder of Class B Shares desires to transfer Class B Shares to CCC or an Affiliate of CCC, such holder shall deliver to the Secretary of the Corporation (a) the certificate or certificates representing the Class B Shares, duly endorsed in blank or accompanied by proper instruments of transfer and (b) written notice to the Corporation stating that such holder elects to transfer such shares and stating the name and addresses in which each certificate for Class B Shares is to be issued. Class B Shares shall not be transferred on the books of the Corporation until all of the conditions set forth in the foregoing clauses (a) and (b) are satisfied.
Transfer of Class B Shares
