Transfer of Excess Shares Sample Clauses

Transfer of Excess Shares. (1) Any Excess Shares which were issued in exchange for Shares pursuant to Section 4.5(c) and are held by a Trustee in a Special Trust for the benefit of a Beneficiary pursuant to Section 4.7(a) shall be Transferred by the Trustee only as provided in this Section 4.7(e). Such Trustee shall, within one hundred eighty (180) days after the date of the purported Transfer or other Event that resulted in such Excess Shares being issued in exchange for Shares, or, if later, one hundred eighty (180) days after the date on which the Corporation first became aware of the issuance of Excess Shares (the "Excess Shares Exchange Date"), Transfer the Excess Shares held in a Special Trust to a Special Trust Transferee, provided that (i) simultaneously with such Transfer - such Excess Shares shall be automatically exchanged for an equal number of Shares of the same class or series that had originally been exchanged for such Excess Shares (the "New Shares"), (ii) such New Shares would not as a result of -- such Transfer to such Special Trust Transferee be automatically exchanged for Excess Shares pursuant to Section 4.5(c) and (iii) such Special Trust Transferee --- is an Institutional Investor or, if designated by the Corporation as provided below, an Affiliate of a shareholder. The Corporation shall have the right to designate a Special Trust Transferee within the first ninety (90) days after the Excess Shares Exchange Date provided that (i) such Special Trust Transferee is - either (A) an Affiliate of a shareholder or (B) an Institutional Investor and - - (ii) the New Shares would not as a result of a Transfer to such Special Trust -- Transferee be automatically exchanged for Excess Shares pursuant to Section 4.5(c). Notwithstanding anything to the contrary in this Section 4.7(e), each Trustee shall Transfer New Shares in respect of the Excess Shares held in each Special Trust to a Special Trust Transferee designated by the Corporation pursuant to the immediately preceding sentence and, during the first ninety (90) days after the relevant Excess Shares Exchange Date, the Trustee shall not Transfer New Shares in respect of the Excess Shares to a Special Trust Transferee that has not been designated by the Corporation pursuant to the immediately preceding sentence. Each Trustee shall distribute to the particular Purported Record Transferee or Purported Record Holder of the Excess Shares held in the Special Trust out of the purchase price received by the Trustee from a Spec...
Transfer of Excess Shares. Upon any purported Transfer that results in Excess Shares pursuant to Section 3 of this Article Thirteenth, such Excess Shares shall be automatically transferred to the Excess Share Trustee, as trustee of a special trust for the exclusive benefit of the Charitable Beneficiary. The Corporation shall name a Charitable Beneficiary, if one does not already exist, within five days of the discovery of any designation of any Excess Shares; however, the failure to so name a Charitable Beneficiary shall not affect the designation of Shares as Excess Shares or the transfer thereof to the Excess Share Trustee. Excess Shares so held in trust shall be issued and outstanding Shares of the Corporation. The Purported Record Transferee shall have no rights in such Excess Shares except as expressly provided in this Article Thirteenth.
Transfer of Excess Shares. Upon any purported Transfer which results in Excess Shares pursuant to subsection (c) of this Section 18, such Excess Shares shall be deemed to have been transferred to the Excess Share Trustee, as trustee of a special trust for the exclusive benefit of the Charitable Beneficiary or Charitable Beneficiaries to whom an interest in such Excess Shares may later be transferred pursuant to subsection (c) of this Section 18. Excess Shares so held in trust shall be issued and outstanding Shares of the Trust. The Purported Record Transferee or Purported Record Holder shall have no rights in such Excess Shares except as provided in subsection (r) of this Section 18.
Transfer of Excess Shares. 20 (p) Distributions on Excess Shares.................................. 20

Related to Transfer of Excess Shares

  • Excess Shares If the Option Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may without stockholder approval be issued under the Plan, then this option shall be void with respect to those excess shares, unless stockholder approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • No Transfer of Shares No Shareholder shall transfer or attempt to transfer any of the Shares except to Buyer pursuant hereto; and Company shall refuse to accept any certificates for Shares to be transferred or otherwise to allow such transfers to occur upon its books.

  • Transfer of Subject Securities Except as expressly contemplated by the Business Combination Agreement or with the prior written consent of JAWS (such consent to be given or withheld in its sole discretion), from and after the date hereof, the Supporting Seller Unitholder agrees not to (a) Transfer any of the Subject Seller Units, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) require the Supporting Seller Unitholder to Transfer the Subject Seller Units or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Seller Units, or (c) take any actions in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Go2Net shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Go2Net, all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws.

  • Transfer of Stock Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Transfer of Warrant If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.