TRANSFER OR LEASE Sample Clauses

TRANSFER OR LEASE. Section 10.01. Company May Consolidate, Etc., Only on Certain Terms 54 Section 10.02. Successor Substituted 55 ARTICLE 11 Immunity of Incorporators, Stockholders, Officers and Directors Section 11.01. No Recourse 55 ARTICLE 12 Additional Interest Section 12.01. Additional Interest 56 ARTICLE 13 Conversion of Notes Section 13.01. Conversion Privilege and Conversion Rate 57 Section 13.02. Make-Whole Fundamental Change Premium 58 Section 13.03. Conversion Procedure 61 Section 13.04. Fractional Shares 62 Section 13.05. Taxes on Conversion 63 Section 13.06. Company to Provide Common Stock 63 Section 13.07. Adjustment of Conversion Rate 63 Section 13.08. When No Adjustment is Required 72 Section 13.09. Notice of Adjustment 72 Page Section 13.10. Notice of Certain Transactions 73 Section 13.11. Effect of Reclassification, Consolidation, Merger or Sale On Conversion Privilege 73 Section 13.12. Trustee’s Disclaimer 74 Section 13.13. Voluntary Increase; NASDAQ Compliance 74 Section 13.14. Rights Plan 75 ARTICLE 14 Repurchase of Notes at Option of Holders Section 14.01. Repurchase at Option of Holders 75 Section 14.02. Withdrawal of Repurchase Notice 77 Section 14.03. Deposit of Repurchase Price 78 Section 14.04. Repayment To The Company 79 Section 14.05. Notes Repurchased In Part 79 Section 14.06. Covenant to Comply with Applicable Laws Upon Repurchase of Notes 79 ARTICLE 15 Optional Redemption Section 15.01. Optional Redemption 79 Section 15.02. Notice of Optional Redemption; Selection of Notes 80 Section 15.03. Payment of Notes Called for Redemption 81 Section 15.04. Restrictions on Redemption 82
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TRANSFER OR LEASE. Section 5.1 Company and Guarantor May Consolidate, etc. Only on Certain Terms 37 Section 5.2 Successor Substituted 38 Section 5.3 Notes to Be Secured in Certain Events 38 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES Section 6.1 Events of Default 39 Section 6.2 Acceleration of Maturity, Rescission and Amendment 41 Section 6.3 Collection Suit by Trustee 41 Section 6.4 Other Remedies 42 Section 6.5 Trustee May Enforce Claims Without Possession of Notes 42 Section 6.6 Application of Money Collected 42 Section 6.7 Limitation on Suits 43 Section 6.8 Rights of Holders to Receive Principal and Interest 43 Section 6.9 Restoration of Rights and Remedies 43 Section 6.10 Trustee May File Proofs of Claim 44 Section 6.11 Delay or Omission Not Waiver 44 Section 6.12 Control by Holders 44 Section 6.13 Waiver of Past Defaults and Events of Default 45 Section 6.14 Rights and Remedies Cumulative 45 Section 6.15 Waiver of Stay or Extension Laws 45
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TRANSFER OR LEASE. Section 6.01. Section 6.02. ARTICLE 7DEFAULT AND REMEDIES Section 7.01. Section 7.02. Section 7.03. Section 7.04. Section 7.05. Section 7.06. Section 7.07. Section 7.08. Section 7.09. Section 7.10. ARTICLE 8TRUSTEE Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05. Section 8.06. Section 8.07. Section 8.08. Section 8.09. Section 8.10. Section 8.11. Section 8.12. Issuer and Company May Consolidate, Etc., Only on Certain Terms Successor Substituted Events of Default Acceleration Other Remedies. Waiver of Defaults and Events of Default Limitations on Suits. Rights of Holders to Receive Payment and to Exchange Collection Suit by Trustee Trustee May File Proofs of Claim Priorities. Undertaking for Costs Obligations of Trustee. Rights of Trustee. Individual Rights of Trustee Trustee’s Disclaimer Notice of Default or Events of Default Reports by Trustee to Holders. Compensation and Indemnity. Replacement of Trustee. Successor Trustee by Merger, Etc Eligibility of Trustee Conflicting Interests of Trustee Preferential Collection of Claims Against Company ARTICLE 9SATISFACTION AND DISCHARGE OF INDENTURE
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Related to TRANSFER OR LEASE

  • Transfer or Sale The Investor understands that (i) the Securities may not be offered for sale, sold, assigned or transferred unless (A) registered pursuant to the Securities Act or (B) an exemption exists permitting such Securities to be sold, assigned or transferred without such registration; (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144 and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the Securities Act) may require compliance with some other exemption under the Securities Act or the rules and regulations of the SEC thereunder.

  • Transfer or Assignment (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions:

  • Transfer or Re-sale The Buyer understands that (i) the sale or re-sale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Buyer, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged as collateral in connection with a bona fide margin account or other lending arrangement.

  • No Transfer or Assignment No rights under this Award shall be assignable or transferable by the Grantee, except to the extent expressly permitted by the Plan.

  • Transfer of Landlord’s Interest Tenant acknowledges that Landlord has the right to transfer all or any portion of its interest in the Project or Building and in this Lease, and Tenant agrees that in the event of any such transfer, Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord’s obligations hereunder after the date of transfer and such transferee shall be deemed to have fully assumed and be liable for all obligations of this Lease to be performed by Landlord, including the return of any Security Deposit, and Tenant shall attorn to such transferee.

  • Transfer or Resale Such Buyer understands that except as provided in the Registration Rights Agreement and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 0000 Xxx) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii) neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this Section 2(g).

  • Transfer or Encumbrance Pledgor will not (i) sell, assign (by operation of law or otherwise) or transfer Pledgor's rights in any of the Collateral, (ii) xxxxx x xxxx or security interest in or execute, file or record any financing statement or other security instrument with respect to the Collateral to any party other than Secured Party, or (iii) deliver actual or constructive possession of any certificate, instrument or document evidencing and/or representing any of the Collateral to any party other than Secured Party.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

  • No Transfer of License This license is personal to you and may not be sublicensed, assigned, or transferred by you to any other person without publisher's written permission.

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