Transfer and Exchange of Shares Sample Clauses

Transfer and Exchange of Shares. (a) It is the intention of the parties hereto that the consummation of the transactions contemplated herein, upon the terms and conditions set forth in this Agreement, shall result in the acquisition by the Acquiror, in exchange solely for 9,670,500 shares of its voting common stock (its only current issued and outstanding class of stock), 100% of the MSH stock such that Acquiror will (a) have "control" (within the meaning of Section 368(c) of the Internal Revenue Code of 1954, as amended (the "Code")) of MSH after the consummation of the transactions contemplated hereby and that such transactions will constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code and/or (b) that MSH shall become a wholly owned operating subsidiary of Acquiror (immediately subsequent to the conclusion of the acquisition).
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Transfer and Exchange of Shares. Upon surrender of any Share certificate for registration of transfer or for exchange to the Company at its principal office, the Company at its expense will execute and deliver in exchange therefor a new Share certificate or certificates, in such denominations as may be requested by the holder or transferee, which aggregate the number of Shares represented by such surrendered Share certificate, registered as such holder or transferee may request.
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Transfer and Exchange of Shares. At and after the Effective Time, each of the Shareholders, upon presentation and surrender of the certificate or certificates evidencing their respective shares of Holding Company Common Stock or Holding Company Preferred Stock to LFC, or its transfer agent, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of fully paid and non-assessable shares of LFC Common Stock to which that Shareholder is entitled as specifically provided in Sections 1.2 and 1.3, above. LFC Common Stock so received in exchange shall be registered in such names as the Shareholder who exchanged his stock may request; provided, however, that if any certificate representing shares of LFC Common Stock is to be issued in a name other than that in which the certificate surrendered in exchanged therefor is registered, it shall be a condition of issuance that the certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer, and the person making such request shall have paid any transfer or other taxes or established to the satisfaction of LFC that such taxes have been paid or are not payable. Until so presented and surrendered in exchange for a certificate representing LFC Common Stock, each certificate which represented issued and outstanding shares of Holding Company Preferred Stock or Holding Company Common Stock at the Effective Time shall be deemed for all purposes to evidence ownership of the number of whole shares of LFC Common Stock into which such shares of Holding Company Preferred Stock or Holding Company Common Stock have been converted pursuant to the Merger. Until surrender of such certificates in exchange for certificates representing LFC Common Stock, the holder thereof shall not be entitled to receive any dividend or other distribution payable to holders of LFC Common Stock, provided that upon surrender of such certificates representing Holding Company Preferred Stock or Holding Company Common Stock in exchange for certificates representing LFC Common Stock, there shall be paid to the record holder of the certificates representing LFC Common Stock issued upon such surrender, the amount of dividends or other distributions (without interest) which theretofore became payable and were not paid to such holder after the Closing Date with respect to the number of whole shares of LFC Common Stock represented by the certificates issued upon such surrender.
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Transfer and Exchange of Shares. Shareholder agrees to transfer to PSC at the Closing (as hereinafter defined):
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Transfer and Exchange of Shares. (a) It is the intention of the parties hereto that the consummation of the transactions contemplated herein, upon the terms and conditions set forth in this Agreement, shall result in the acquisition of RSMI by the Acquiror, in exchange solely for an aggregate of 3,750,000 shares of its voting common stock (its only current issued and outstanding class of stock), for 100% of the RSMI stock such that Acquiror will (a) have "control" (within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended (the "Code")) of RSMI after the consummation of the transactions contemplated hereby and that such transactions will constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code and/or (b) that RSMI shall become a wholly owned operating subsidiary of Acquiror (immediately subsequent to the conclusion of the acquisition).
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Transfer and Exchange of Shares. (a) It is the intention of the parties hereto that the consummation of the transactions contemplated herein, upon the terms and conditions set forth in this Agreement, shall result in the acquisition by the Acquiror, in exchange solely for an aggregate of 3,300,000 shares of its voting common stock (its only current issued and outstanding class of stock), for 100% of the ETI stock such that Acquiror will (a) have "control" (within the meaning of Section 368(c) of the Internal Revenue Code of 1954, as amended (the "Code")) of ETI after the consummation of the transactions contemplated hereby and that such transactions will constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code and/or (b) that ETI shall become a wholly owned operating subsidiary of Acquiror (immediately subsequent to the conclusion of the acquisition). (b)
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Transfer and Exchange of Shares. (a) It is the intention of the parties hereto that the consummation of the transactions contemplated herein, upon the terms and conditions set forth in this Agreement, shall result in the acquisition of SBI by the Acquiror, in exchange solely for an aggregate of 14,000,000 shares of its voting common stock (its only current issued and outstanding class of stock), for 100% of the SBI stock such that Acquiror will (a) have "control" (within the meaning of Section 368(c) of the Internal Revenue Code of 1986, as amended (the "Code")) of SBI after the consummation of the transactions contemplated hereby and that such transactions will constitute a "reorganization" within the meaning of Section 368(a)(1)(B) of the Code and/or (b) that SBI shall become a wholly owned operating subsidiary of Acquiror (immediately subsequent to the conclusion of the acquisition).
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Related to Transfer and Exchange of Shares

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Transfer and Exchange of Call Warrants Upon surrender of any Call Warrant for registration of transfer or for exchange to the Warrant Agent, the Warrant Agent shall (subject to compliance with Article II) execute and deliver, and cause the Trustee, on behalf of the Trust, to execute and deliver, in exchange therefor, a new Call Warrant of like tenor and evidencing a like whole number of Call Warrants, in the name of such Warrant Holder or as such Warrant Holder (upon payment by such Warrant Holder of any applicable transfer taxes or government charges) may direct; provided that as a condition precedent for transferring the Call Warrants, the prospective transferee shall be required to deliver to the Trustee and the Depositor an executed copy of the Investment Letter (set forth as Exhibit C to the Series Supplement).

  • Transfer and Exchange of Global Warrants The transfer and ---------------------------------------- exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement (including the restrictions on transfer set forth herein) and the procedures of the Depositary therefor.

  • Conversion and Exchange of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, Parent, the Company or any stockholder of the Company:

  • Transfer and Exchange of Notes Upon surrender of any Note to the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute and deliver, at the Company’s expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Schedule 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $500,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $500,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.3, provided that such holder may (in reliance upon information provided by the Company, which shall not be unreasonably withheld) make a representation to the effect that the purchase by such holder of any Note will not constitute a non-exempt prohibited transaction under Section 406(a) of ERISA. The Notes have not been registered under the Securities Act or under the securities laws of any state and may not be transferred or resold unless registered under the Securities Act and all applicable state securities laws or unless an exemption from the requirement for such registration is available.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Transfer and Exchange of Global Notes A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes will be exchanged by the Company for Definitive Notes if:

  • Transfer and Exchange of Global Securities (i) The transfer and exchange of Global Securities or beneficial interests therein shall be effected through the Depository, in accordance with this Indenture (including applicable restrictions on transfer set forth herein, if any) and the procedures of the Depository therefor. A transferor of a beneficial interest in a Global Security shall deliver to the Registrar a written order given in accordance with the Depository’s procedures containing information regarding the participant account of the Depository to be credited with a beneficial interest in the Global Security. The Registrar shall, in accordance with such instructions instruct the Depository to credit to the account of the Person specified in such instructions a beneficial interest in the Global Security and to debit the account of the Person making the transfer the beneficial interest in the Global Security being transferred.

  • Registration, Transfer and Exchange of Notes LOST NOTES. The Notes are issuable as registered notes without coupons in denominations of at least $100,000, except as may be necessary to reflect any principal amount not evenly divisible by $100,000. The Company shall keep at its principal office a register in which the Company shall provide for the registration of Notes and of transfers of Notes. Upon surrender for registration of transfer of any Note at the principal office of the Company, the Company shall, at its expense, execute and deliver one or more new Notes of like tenor and of a like aggregate principal amount, registered in the name of such transferee or transferees. At the option of the holder of any Note, such Note may be exchanged for other Notes of like tenor and of any authorized denominations, of a like aggregate principal amount, upon surrender of the Note to be exchanged at the principal office of the Company. Whenever any Notes are so surrendered for exchange, the Company shall, at its expense, execute and deliver the Notes which the holder making the exchange is entitled to receive. Each prepayment of principal payable on each prepayment date upon each new Note issued upon any such transfer or exchange shall be in the same proportion to the unpaid principal amount of such new Note as the prepayment of principal payable on such date on the Note surrendered for registration of transfer or exchange bore to the unpaid principal amount of such Note. No reference need be made in any such new Note to any prepayment or prepayments of principal previously due and paid upon the Note surrendered for registration of transfer or exchange. Every Note surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer duly executed, by the holder of such Note or such holder's attorney duly authorized in writing. Any Note or Notes issued in exchange for any Note or upon transfer thereof shall carry the rights to unpaid interest and interest to accrue which were carried by the Note so exchanged or transferred, so that neither gain nor loss of interest shall result from any such transfer or exchange. Upon receipt of written notice from the holder of any Note of the loss, theft, destruction or mutilation of such Note and, in the case of any such loss, theft or destruction, upon receipt of such holder's unsecured indemnity agreement, or in the case of any such mutilation upon surrender and cancellation of such Note, the Company will make and deliver a new Note, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Note.

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