Transfers in Compliance with Law. Notwithstanding any other -------------------------------- provision of this Agreement, no Transfer may be made pursuant to this Article 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (b) the Transfer complies in all respects with the applicable provisions of this Agreement and (c) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's expense, to the effect that such Transfer complies with applicable securities laws.
Appears in 2 contracts
Samples: Shareholders' Agreement (International Wireless Communications Holdings Inc), Management Services Agreement (International Wireless Communications Holdings Inc)
Transfers in Compliance with Law. Notwithstanding any other -------------------------------- provision provisions of this Agreement, no Transfer may be made pursuant to this Article 3 Section 4 unless (ai) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (bii) the Transfer complies in all respects with other applicable provisions of this Agreement, and (iii) the Transfer complies in all respects with the applicable provisions of this Agreement and (c) the Transfer complies in all respects with applicable securities lawsLaws. If requested by the Company in its reasonable discretion, an opinion of counsel to such a transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's ’s expense, to the effect that such the Transfer complies with all applicable securities lawsLaws.
Appears in 1 contract
Transfers in Compliance with Law. Notwithstanding any other -------------------------------- provision of this Agreement, no Transfer may be made pursuant to this Article 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (b) the transferee assumes all shareholder loans that have been made by the transferor to the Company on or prior to the Transfer, (c) the Transfer complies in all respects with the applicable provisions of this Agreement and (cd) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's expense, to the effect that such Transfer complies with applicable securities laws.
Appears in 1 contract
Samples: Shareholders' Agreement (International Wireless Communications Holdings Inc)
Transfers in Compliance with Law. Notwithstanding any other -------------------------------- provision of this Agreement, no Transfer may be made pursuant to this Article 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a Deed of Adherence substantially in the form attached hereto as Exhibit A, (b) the Transfer complies in all respects with the applicable provisions of this Agreement and (c) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's expense, to the effect that such Transfer complies with applicable securities laws.
Appears in 1 contract
Samples: Shareholders' Agreement (International Wireless Communications Holdings Inc)
Transfers in Compliance with Law. Notwithstanding any other -------------------------------- provision of this Agreement, no Transfer may be made pursuant to this Article Section 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement (and the transfer mechanics under the Charter Documents) pursuant to a Deed of Adherence Joinder substantially in the form attached hereto as Exhibit AB, (b) the Transfer complies in all respects with the other applicable provisions of this Agreement (and the transfer mechanics under the Charter Documents) and (c) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's ’s expense, to the effect that such Transfer complies with applicable securities laws.
Appears in 1 contract
Samples: Shareholders’ Agreement (Imax Corp)
Transfers in Compliance with Law. Notwithstanding any other -------------------------------- provision of this Agreement, no Transfer may be made pursuant to this Article Section 3 unless (a) the transferee has agreed in writing to be bound by the terms and conditions of this Agreement pursuant to a the Deed of Adherence substantially in the form attached hereto as Exhibit AAdherence, (b) the Transfer complies in all respects with the other applicable provisions of this Agreement and (c) the Transfer complies in all respects with applicable securities laws. If requested by the Company in its reasonable discretion, an opinion of counsel to such transferring Shareholder shall be supplied to the Company, at such transferring Shareholder's ’s expense, to the effect that such Transfer complies with applicable securities laws.
Appears in 1 contract
Samples: Shareholders’ Agreement (First High-School Education Group Co., Ltd.)