Transfer Stock definition

Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or of Common Stock that are issued or issuable upon conversion of Preferred Stock.

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Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include any shares of Preferred Stock or Common Stock issued or issuable upon conversion of Preferred Stock.

Transfer Stock means shares of Capital Stock subject to a Proposed Transfer.

Examples of Transfer Stock in a sentence

• Each holder of Transfer Stock represents and warrants that as of the date hereof such holder is the sole legal and beneficial owner of the shares of Transfer Stock subject to this Agreement and that no other Person or entity has any interest in such shares (other than a community property interest as to which the holder thereof has acknowledged and agreed in writing to the restrictions and obligations hereunder).

• If the Corporation or any Non-Selling Shareholder cannot for any reason pay for the Transfer Stock in the same form of non-cash consideration, the Corporation or such Non-Selling Shareholder may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the aforementioned Secretary Notice.

• Unless such Sale is exempted pursuant to Section 4, no Shareholder shall Sell any Transfer Stock or any interest therein to any Person, except pursuant to the provisions hereinafter set forth in this Section 3.

• Therefore, the parties hereto unconditionally and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).

• To the extent the Remaining Shareholders exercise such Co-Sale Rights, the number of shares of Transfer Stock that the Selling Shareholder(s) may sell in the transaction shall be correspondingly reduced.

More Definitions of Transfer Stock

Transfer Stock shall have the meaning set forth in Section 2.2(a).

Transfer Stock means aggregate shares of Capital Stock owned by a Holder as of the date such Holder becomes a party to this Agreement, plus shares of Capital Stock issued to a Holder after such date (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like). For purposes of clarity, when Transfer Stock is used as a basis for measurement (e.g., a percentage of Transfer Stock that may be transferred under an exemption to the terms of this Agreement), the shares of Transfer Stock shall not be reduced by shares transferred by the Holder after becoming party to this Agreement.

Transfer Stock means Shares owned by a Stockholder or issued to a Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).

Transfer Stock has the meaning set forth in Section 3.2(a) hereof.

Transfer Stock means shares of Capital Stock owned by a Key Holder, or issued to a Key Holder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like), but does not include (i) any shares of Series A Preferred Stock or Series B Preferred Stock, (ii) any shares of Common Stock issued or issuable upon conversion of the Series A Preferred Stock or Series B Preferred Stock, and (iii) any shares of Common Stock issued or issuable upon the exercise of any warrant issued in tandem with any shares of Series A Preferred Stock.

Transfer Stock means shares of Series A Preferred Stock owned by an Investor after the date hereof (including in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).

Transfer Stock means shares of Common Stock (other than Series C Conversion Shares (as defined below)), Series 1 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock and Derivative Securities owned by a Transferring Stockholder, or issued to a Transferring Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like). For the avoidance of doubt, no shares of Series C Preferred Stock, or any shares of Common Stock (or other securities in the event of a recapitalization, reorganization, or the like, of Common Stock) issued upon conversion of any shares of Series C Preferred Stock (collectively, “Series C Conversion Shares”), shall be considered Transfer Stock.