Transfer of Transfer Shares Sample Clauses

Transfer of Transfer Shares. If the Company fails to exercise its Right of First Refusal within thirty (30) days after receiving the Transfer Notice, APL may, not later than ninety (90) days after the Company received the Transfer Notice, conclude a transfer of the Transfer Shares subject to the Transfer Notice to the proposed Transferee on the terms and conditions described in the Transfer Notice; provided that any such sale is made in compliance with applicable federal, state and foreign securities laws and not in violation of any other contractual restrictions to which APL is bound. Any proposed transfer on terms and conditions different from those described in the Transfer Notice, as well as any subsequent proposed transfer by APL after the ninety (90) day period described above, shall again be subject to the Right of First Refusal and shall require compliance with the procedure described in Section 2(a) above. If the Company exercises its Right of First Refusal, the Parties shall consummate the sale of the Transfer Shares on the terms set forth in the Transfer Notice within sixty (60) days after the Company notifies APL of its intent to exercise the Right of First Refusal (or within such longer period as may have been specified in the Transfer Notice); provided, however, that in the event the Transfer Notice provided that payment for the Transfer Shares was to be made in a form other than cash or cash equivalents paid at the time of transfer, the Company shall have the option of paying for the Transfer Shares with cash or cash equivalents equal to the present value of the consideration described in the Transfer Notice.
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Transfer of Transfer Shares. Pursuant to the terms stipulated in this Contract, Transferors agree to transfer to Transferee and Transferee agrees to accept from Transferors the Transfer Shares with all the rights and obligations of and attaching to the Transfer Shares, but free of any Claims or Encumbrances.
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Transfer of Transfer Shares. On the Closing Date (defined below), Sponsor will transfer to Investor, for the consideration set forth in the NPA, an aggregate of _______ Transfer Shares. If the Closing does not occur, then Sponsor shall have no obligation to transfer the Transfer Shares.
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Transfer of Transfer Shares. Pursuant to the terms stipulated in this Contract, Party A agree to transfer to Party B and Party B agrees to accept from Party A the Transfer Shares with all the rights and obligations of and attaching to the Transfer Shares, but free of any Claims or Encumbrances.
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Transfer of Transfer Shares. 7.13 Each Manager acknowledges that the Company shall, and shall be entitled to, give the requisite instructions as required by the Escrow Agreement to facilitate any transfer of Transfer Shares in accordance with this Clause 7, but the Company agrees that it shall not otherwise instruct the Escrow Agent under the Escrow Agreement to transfer any Manager’s Shares unless such Manager and the Investor have consented in writing to such transfer. Any notice given by the Company pursuant to this Clause 7.13 shall be copied to the Investor.
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Related to Transfer of Transfer Shares

  • Sale and Transfer of Shares Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver the Shares to Purchaser, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable state securities laws), and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • 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.

  • Registration of Transfer of Receipts Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

  • Exchange and Registration of Transfer (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants of the same class or may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and upon satisfaction of the terms and provisions hereof, the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Exchange and Registration of Transfer of Notes; Restrictions on Transfer Depositary 15 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 21 Section 2.07. Temporary Notes 22 Section 2.08. Cancellation of Notes Paid, Converted, Etc 23 Section 2.09. CUSIP Numbers 23 Section 2.10. Additional Notes; Repurchases 23

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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