Transfer of Purchaser Stock Sample Clauses

Transfer of Purchaser Stock. Prior to the consummation of a Qualified Public Offering, Purchaser shall not, directly or indirectly, sell, assign, pledge, offer or otherwise transfer or encumber or enter into any agreement to sell, assign, pledge, offer or transfer any interest in (a “Transfer”) any Purchaser Stock or any shares of the Company’s capital stock received by Purchaser either pursuant to any incentive plan adopted by the Company’s Board of Directors or as a result of stock splits, stock dividends, recapitalization or similar events, except pursuant to the provisions of Sections 5 or 6 hereof or pursuant to the provisions of subsections 3(b) (collectively, “Exempt Transfers”). No Transfer of any such Purchaser Stock in violation of this Section 2 shall be made or recorded on the books of the Company and any such Transfer shall be void and of no effect.
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Transfer of Purchaser Stock. Unless a registration statement is effective with respect thereto, the shares of Purchaser Stock delivered to Seller pursuant to Article III will not have been registered under the Securities Act. Purchaser shall cause to be placed upon certificates for shares of Purchaser Stock issued pursuant to Article III (other than shares which are at the time the subject of an effective registration statement under the Securities Act) a legend applicable to the disposition of those shares, provided that forthwith upon any disposition pursuant to the registration statement filed under this Article IV or otherwise, Purchaser shall substitute therefor, at its expense, new certificates not bearing that legend. The legend shall read substantially as follows: "The shares represented by this certificate have not been registered under the Securities Act of 1933 and such shares cannot be sold or transferred unless they are so registered or an exemption from registration is then available."
Sample 1
Transfer of Purchaser Stock. Unless a registration statement is effective with respect thereto, the shares of Purchaser Stock delivered to an Other Stockholder pursuant to Article VI will not have been registered under the Securities Act. It is understood that Purchaser will cause to be placed upon certificates for shares of Purchaser Stock issued pursuant to such Article VI (other than shares which are at the time the subject of an effective registration statement under the Securities Act) a legend applicable to the disposition of such shares, provided that forthwith upon any such disposition becoming permissible pursuant to a registration statement filed under this Article VI or otherwise Purchaser will substitute therefor, at its expense, new certificates not bearing such legend. Such legend shall read substantially as follows: "The shares represented by this certificate have not been .registered under the Securities Act of 1933 and such shares cannot be sold or transferred unless they are so registered or an exemption from registration is then available."
Sample 1

Related to Transfer of Purchaser Stock

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

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