Transfer of Common Shares. 10 Section 4.1. Restrictions on Transfer by Liberty and Diller........................................10
Transfer of Common Shares. Except as otherwise provided by the Trustees, transfers of Common Shares shall be made on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters (including compliance with any securities laws and contractual restrictions) as may reasonably be required. If a transfer is approved by the Trust, upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Common Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Common Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Common Shares as the holder of such Common Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.
Transfer of Common Shares. After the Effective Time, there shall be no ------------------------- registrations of transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in consideration for the payment of the aggregate Merger Price relating thereto, as provided in this Article III. -----------
Transfer of Common Shares. SECTION 4.1 Restrictions on Transfer during Six-Months Following Closing. Without the consent of a majority of the Independent Directors, during the period commencing on the Closing and ending on the six-month anniversary thereof, each of SPE and USI agrees not to, and to cause its respective Permitted Transferees not to, Transfer in privately-negotiated transactions more than 20% of such Stockholder's Initial Interest, provided, that the foregoing shall not be applicable to Transfers (i) between such Stockholder and its Permitted Transferees, (ii) to another Stockholder or its Permitted Transferees, (iii) pursuant to a merger or consolidation in which the Company is a constituent corporation or (iv) pursuant to a bona fide third party tender offer or exchange offer which was not induced directly or indirectly by such Stockholder or any of its Affiliates.
Transfer of Common Shares. The transfer of Common Shares to Vendor is being made free and clear of any Charge.
Transfer of Common Shares. An Incorporating Shareholder shall not Transfer any Common Share or any interest therein, except with an Incorporating Shareholders Consent.
Transfer of Common Shares. Each Stockholder agrees ------------------------- that upon receipt of cash in full payment for all or a portion of his Shares in accordance with the terms hereof the Legal Representative of his Estate will execute and deliver to Leucadia all the documents which are required to transfer such Shares to Leucadia, including within limitation, the release or waiver of any tax liens, along with the certificates for such Shares.
Transfer of Common Shares. Each Common Shareholder agrees that it will not transfer any Common Shares, or any interest in any Common Shares, to any person, unless and until such person becomes a party to this Agreement as a Common Shareholder and agrees to be bound by the terms hereof.
Transfer of Common Shares. Common Shares shall be transferable on the books of the Company in accordance with Section 6.1 and applicable law.
Transfer of Common Shares. (a) Restrictions on Transfer; Permitted Transfers. Until August 17, --------------------------------------------- 2004 (the "Section 2(a) Expiration Date"), no NHR Holder shall Transfer any ---------------------------- Company Shares to any Person; provided, that this Section 2(a) shall not -------- restrict (A) any Transfer made pursuant to Xxxxxxx 0, 0 xx 0 xxxxxx, (X) any Transfer to a Permitted Transferee of such NHR Holder who duly executes and delivers an Assumption Agreement so long as such Transfer is made for no more than cost and otherwise complies with the terms and conditions of this Agreement or (C) any Transfer of Company Shares held by any employee, officer or director of the Company or any subsidiary of the Company in connection with the repurchase of such shares by the Company (the Transfers described in the foregoing clauses (A), (B) and (C) being herein referred to as "Permitted Transfers"). Any purported Transfer of any Company Shares in ------------------- violation of the provisions of this Agreement shall be null and void and of no effect and each party hereto agrees that the Company shall not give effect to any such Transfer. Notwithstanding anything to the contrary contained above, no Transfer otherwise permitted under this Section 2(a) shall be permitted if such Transfer would require the Company to register a class of equity securities under Section 12 of the Exchange Act under circumstances where the Company does not then have securities of such class registered under Section 12 of the Exchange Act.
