Transfer of the Securities. (a) The Holder shall not: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (each, a "Transfer") with respect to, any or all of the Securities or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Securities; (iv) deposit any of the Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of the Holder's obligations hereunder or the consummation of the transactions contemplated hereby or by the Merger Agreement.
Transfer of the Securities. 1.1 On the Transfer Date (as defined below) Transferor shall transfer to Transferee and Transferee shall acquire, subject to all of the terms and conditions hereof, the Securities.
Transfer of the Securities. At the Closing, the Sellers shall deliver to the Purchaser duly executed stock powers and other instruments of transfer in form and substance satisfactory to the Purchaser as are necessary to transfer the ownership of the Securities to the Purchaser in accordance with all applicable Legal Requirements. At the Closing, the Purchaser or its designee shall become the legal and beneficial owner of the Securities, which, as of the Closing, shall constitute all of the issued and outstanding securities of the Foreign Subsidiaries.
Transfer of the Securities. The Securities may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee.
Transfer of the Securities. At the Closing, Seller shall deliver or cause to be delivered to Buyer the Securities free and clear of all restrictions upon transfer (other than restrictions under federal or state securities laws) liens, pledges, charges, and encumbrances of any kind.
Transfer of the Securities. If the Lender (i) provides the Company with an opinion by counsel reasonably satisfactory to the Company, in form, scope and substance reasonably satisfactory to the Company, to the effect that the Securities to be transferred may be transferred pursuant to an exemption from registration under the 1933 Act, (ii) transfers (in accordance with the provisions of this Agreement) any of the Securities to an Affiliate which is an accredited investor or (iii) transfers any of the Securities in compliance with Rule 144, then, in each instance, the Company shall permit such transfer and, if applicable, promptly (and in all events within five business days) issue, or instruct any transfer agent to issue, one or more certificates in such name and in such denominations as specified by the Lender.
Transfer of the Securities. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 2.6), Buyer agrees to purchase and accept delivery from each Shareholder, and each Shareholder agrees to sell, assign, transfer and deliver to Buyer, all of the Securities free and clear of all Encumbrances.
Transfer of the Securities. At the Closing, Seller shall deliver or cause to be delivered to Buyer free and 2 clear of all liens, claims and encumbrances a certificate or certificates representing the Securities duly registered in the name of Buyer.
Transfer of the Securities. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Securities, except for (i) transfers to any spouse of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any Securities (otherwise than in connection with a transaction of the type described in Section 5 or by exercising any options to acquire shares of Company Common Stock), (c) deposit the Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Securities or grant any proxy or power of attorney with respect to the Securities, (d) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Securities or any other securities of the Company, or (e) take any other action that would in any way destroy, diminish or impair the voting power or economic rights or other rights attributable to such Stockholder's Securities or restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.
Transfer of the Securities the Closing. In reliance upon the representations of Genesis and the Company contained in Section 1.3 hereof and subject to the terms and conditions set forth herein, Infinity Outdoor shall acquire the Subsidiary Warrant. The closing (the "Closing") of Infinity Outdoor's purchase of the Subsidiary Warrant shall be held at 10:00 a.m., Los Angeles time on June ____, 2000 (the "Closing Date"), by facsimile transmission of documents, or at such other time or place as the parties hereto may mutually agree. On the Closing Date, the Company will tender to Infinity Outdoor the Subsidiary Warrant, registered in Infinity Outdoor's name, duly executed and dated the Closing Date, in consideration of Infinity Outdoor's agreement to jointly market advertising with the Company. Infinity Outdoor shall have certain rights to tender the Subsidiary Warrant in exchange for the Genesis Warrant as set forth in and in accordance with the terms of the Subsidiary Warrant. In the event Infinity Outdoor so tenders the Subsidiary Warrant, Genesis will deliver to Infinity Outdoor the Genesis Warrant, registered in Infinity Outdoor's name and duly executed. In addition, in the event the assets comprising the Centerlinq network are transferred by the Company to another entity controlled by Genesis, the Subsidiary Warrant shall be exchanged for a like warrant to purchase securities of such entity.
