TRANSFERS OF COMPANY STOCK Sample Clauses

TRANSFERS OF COMPANY STOCK. Notwithstanding anything to the contrary contained herein, Station Partners, LLC shall distribute some or all of its shares of Company Stock to its members on or prior to the Closing Date. In addition, BCF Media, LLC shall distribute some or all of the shares of Company Stock it receives in a distribution in accordance with the preceding sentence to its members on or prior to the Closing Date, and Bastion Capital Fund L.P. shall distribute to its general partner on or prior to the Closing Date some or all of the shares of Company Stock it received in a distribution from BCF Media, LLC.
Sample 1Sample 2
AutoNDA by SimpleDocs
TRANSFERS OF COMPANY STOCK. From and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, certificates evidencing shares of Company Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article I.
Sample 1
TRANSFERS OF COMPANY STOCK. The Company Stockholders agree that they shall not transfer, sell, hypothecate, pledge or otherwise encumber any shares of Company Stock prior to the Effective Date other than in compliance with the provisions of this section. The Company Stockholders may transfer to no more than eight (8) accredited investors, as such term is defined within Regulation D under the Securities Act, shares of Company Stock shares of Company Common Stock representing not more than sixty percent (60%) of the shares of the Company Stock outstanding as of the date hereof; provided that prior to any such transfer, such transferee shall be required to execute an agreement that such transferee: (i) makes to Parent and Merger Sub the investment representations set forth in SECTION 5.3 - SECTION 5.8 of this Agreement, as well as representations as to power and authority and ownership, (ii) acknowledges such transferee has acquired the shares of Company Stock subject to the terms of this Agreement; (iii) acknowledges that such transferee is aware the Merger has been approved by the unanimous consent of the stockholders of the Company and that such transferees approve of the Merger, (iv) agrees that at Parent's request such transferee will either deliver a written consent ratifying this Agreement and approving the consummation of the Merger and the Transactions or granting Parent an irrevocable proxy to vote any shares of Company Stock held by such transferee at any meeting of the stockholders of the Company held in connection with this Agreement or the Merger, or execute any written consent of the stockholders of the Company related to this Agreement or the Merger; (v) agrees that such transferee will not exercise any dissenter's rights in connection with the Merger; (vi) agrees that without the prior written approval of Parent take any action to change the composition of the Company's board of directors as of the date hereof; (vii) acknowledges that the shares of Parent Common Stock to be issued to such transferee in connection with the Merger will not be registered under the Securities Act; (viii) acknowledges that the shares of Parent Common Stock comprising the Merger Consideration are being offered and issued pursuant to an exemption from registration contained in the Securities Act based in part upon representations made by such transferee to Parent as contemplated by this section; (ix) agree to be bound by the covenants set forth in ARTICLE VI this Agreement, including, but not ...
Sample 1
TRANSFERS OF COMPANY STOCK 
Sample 1

Related to TRANSFERS OF COMPANY STOCK

  • Transfers of Stock Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII.

  • Transfers of Shares 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, assignment 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 upon its books.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Transfers of Fractions of Warrants The Warrant Agent shall not be required to effect any registration of transfer or exchange of Warrants which would require the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.

  • Transfers of ADRs The Depositary or its agent will keep, at a designated transfer office (the "Transfer Office"), (a) a register (the "ADR Register") for the registration, registration of transfer, combination and split-up of ADRs, and, in the case of Direct Registration ADRs, shall include the Direct Registration System, which at all reasonable times will be open for inspection by Holders and the Company for the purpose of communicating with Holders in the interest of the business of the Company or a matter relating to the Deposit Agreement and (b) facilities for the delivery and receipt of ADRs. The term ADR Register includes the Direct Registration System. Title to this ADR (and to the Deposited Securities represented by the ADSs evidenced hereby), when properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer, is transferable by delivery with the same effect as in the case of negotiable instruments under the laws of the State of New York; provided that the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this ADR is registered on the ADR Register as the absolute owner hereof for all purposes and neither the Depositary nor the Company will have any obligation or be subject to any liability under the Deposit Agreement to any holder of an ADR, unless such holder is the Holder thereof. Subject to paragraphs (4) and (5), this ADR is transferable on the ADR Register and may be split into other ADRs or combined with other ADRs into one ADR, evidencing the aggregate number of ADSs surrendered for split-up or combination, by the Holder hereof or by duly authorized attorney upon surrender of this ADR at the Transfer Office properly endorsed (in the case of ADRs in certificated form) or upon delivery to the Depositary of proper instruments of transfer and duly stamped as may be required by applicable law; provided that the Depositary may close the ADR Register at any time or from time to time when deemed expedient by it or requested by the Company. At the request of a Holder, the Depositary shall, for the purpose of substituting a certificated ADR with a Direct Registration ADR, or vice versa, execute and deliver a certificated ADR or a Direct Registration ADR, as the case may be, for any authorized number of ADSs requested, evidencing the same aggregate number of ADSs as those evidenced by the certificated ADR or Direct Registration ADR, as the case may be, substituted.

  • Transfers of Notes In the event that the holder of any Note (including any Lender) shall transfer such Note, it shall immediately advise Administrative Agent and Company of such transfer, and Administrative Agent and Company shall be entitled conclusively to assume that no transfer of any Note has been made by any holder (including any Lender) unless and until Administrative Agent and Company shall have received written notice to the contrary. Except as otherwise provided in this Agreement or as otherwise expressly agreed in writing by all of the other parties hereto, no Lender shall, by reason of the transfer of a Note or otherwise, be relieved of any of its obligations hereunder and any such transfer shall be in accordance with the terms hereof and the other Loan Documents. Each transferee of any Note shall take such Note subject to the provisions of this Agreement and to any request made, waiver or consent given or other action taken hereunder, prior to the receipt by Administrative Agent and Company of written notice of such transfer, by each previous holder of such Note, and, except as expressly otherwise provided in such transfer, Administrative Agent and Company shall be entitled conclusively to assume that the transferee named in such notice shall hereafter be vested with all rights and powers under this Agreement with respect to the Pro Rata Share of the Loans of the Lender named as the payee of the Note which is the subject of such transfer.

  • Transfers of Warrant Subject to compliance with applicable federal and state securities laws, this Warrant and all rights hereunder are transferable in whole or in part by the Holder to any person or entity upon written notice to the Company. The transfer shall be recorded on the books of the Company upon the surrender of this Warrant, properly endorsed, to the Company at its principal offices, and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. In the event of a partial transfer, the Company shall issue to the holders one or more appropriate new warrants.

  • Transfers of Rights This Agreement, and the rights and obligations of the Purchaser hereunder, may be assigned by such Purchaser to any partner, member, stockholder or affiliate of such Purchaser, or any person or entity for which Purchaser acts as trustee, and such transferee shall be deemed a "Purchaser" for purposes of this Agreement; provided that the transferee provides written notice of such assignment to the Company and agrees in writing to be bound hereby.

  • All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).

Time is Money Join Law Insider Premium to draft better contracts faster.