Transfers of Certificates Sample Clauses

Transfers of Certificates. Upon surrender to the Company, or the transfer agent of the Company, of a certificate for Units duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, the Company shall issue a new certificate to the Person entitled thereto, cancel the old certificate and record the transaction upon its books.
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Transfers of Certificates. (a) The holders of the Voting Trust Certificates shall not transfer the Voting Trust Certificates other than (i) to any entity that is a direct or indirect wholly owned subsidiary of the Canadian Seller, or (ii) with the consent of the Voting Trustee, which consent shall not be unreasonably withheld. If, prior to the Expiration Time (as hereinafter defined), either of the holders of the Voting Trust Certificates notify the Voting Trustee that such holder desires to offer, sell, pledge or transfer any shares of the Voting Trust Stock of which it is the beneficial owner in a manner that is not precluded by Section 6.15 of Stock Purchase Agreement and tenders to the Voting Trustee for cancellation the Voting Trust Certificates associated with the shares of Voting Trust Stock to be so transferred, the Voting Trustee shall promptly cause such shares of Voting Trust Stock to be transferred into the name of such holder and upon consummation of such transfer, such shares of Voting Trust Stock shall cease to be governed by the terms of this Agreement.
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Transfers of Certificates. 3.1 Transfers of Beneficial Interests in the Global Certificate Transfers of beneficial interests in the Global Certificate will be effected by Euroclear and Clearstream, Luxembourg, and, in turn, by other participants and, if appropriate, indirect participants in such clearing systems acting on behalf of transferors and transferees of such interests. An interest in the Global Certificate will, subject to compliance with all applicable legal and regulatory restrictions, be transferable for Certificates in definitive form only in the Specified Denomination or integral multiples thereof and only in accordance with the rules and operating procedures for the time being of Euroclear and Clearstream, Luxembourg and in accordance with the terms and conditions specified in the Representative Agreement and the Agency Agreement.
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Transfers of Certificates. No Certificate Holder may (without, in the absence of a continuing Lease Default or Lease Event of Default, the prior written consent of the Lessee (not to be unreasonably withheld)) assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under its Certificates or any of the Operative Documents, or the Property, provided that (1) any Certificate Holder may pledge its interest without the consent of the Lessee to any Federal Reserve Bank, (2) each transferee must be an Institutional Investor, (3) without the prior written consent of the Lessee, any Certificate Purchaser may transfer all or any portion of its interest to any Institutional Investor that has either capital, surplus and undivided profits of at least $40,000,000 or a net worth of at least $40,000,000 and (4) without the prior written consent of the Lessee, each Certificate Purchaser may transfer all or any portion of its interest to any Affiliate of such Participant or to any other existing Participant; provided that in the case of any transfer (other than to such Affiliate) each of the following conditions and any other applicable conditions of the other Operative Documents are satisfied:
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Transfers of Certificates. (a) A holder of a Voting Trust Certificate may transfer its Voting Trust Certificate to any person; provided that, as a condition to any transfer of a Voting Trust Certificate, such transferee shall provide notice thereof to the Voting Trustee and agree in writing to be bound by the terms of this Agreement. Any attempt to transfer any of the Voting Trust Certificates not in compliance with this Agreement shall be null and void and the Voting Trustee shall give no effect to any such attempted transfer.
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Transfers of Certificates. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Shares which were outstanding immediately prior to the Effective Time. The Merger Consideration paid in respect of any Shares upon the surrender of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares.
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Transfers of Certificates. Any Member proposing a sale, transfer, assignment or other alienation of their equitable ownership interest in the Company (as exhibited by the Membership Certificate(s)) to a third party, whether voluntarily or involuntarily, shall first notify the Company in writing of all the details of and consideration for the proposed sale, transfer, assignment or other alienation. The Company, for the benefit of the remaining Members, shall have the irrevocable first right to acquire all, but not less than all, of the ownership interest by cancellation of the Membership Certificate(s) at the purchase price first proposed by the withdrawing Member, or at a purchase price determined in accordance with Article 4.5 below, whichever amount is less. If the Company declines to exercise such right, the remaining Members desiring to participate shall have the irrevocable second right to proportionately (or in such proportions as the remaining Members may agree) purchase such withdrawing Member’s Membership Certificate(s) at the purchase price first proposed by the withdrawing Member, or at a purchase price determined in accordance with Article 4.5 below, whichever amount is less. If the sale, transfer, assignment or other alienation is made to the third party as originally proposed and the other Members fail to approve such sale, transfer, assignment or other alienation by unanimous written consent, the transferee or assignee shall have no right to participate in the management of the business and affairs of the Company or to become a Member. The transferee or assignee shall only be entitled to receive the share of the profit or other compensation by way of income and the return of contributions to which that Member would otherwise be entitled. Any voluntary or involuntary sale, transfer or other alienation of any Membership Certificate(s), in violation of this Agreement, shall be void, and the Company and the Members shall not recognize any such prohibited transfer. For purposes of this Agreement, an involuntary sale, transfer, assignment or alienation shall include, but not be limited to, (i) sale upon execution in foreclosure of any lien, security interest or other charge, (ii) an acquisition of an interest therein by a trustee in bankruptcy or similar officer, (iii) a property settlement in any divorce decree transferring possession or ownership of any Membership Certificate(s); or (iv) any other order of a court. In the event of the death of any Member, the Company shal...
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Related to Transfers of Certificates

  • Transfer of Certificates In the event any Certificateholder shall wish to transfer such Certificate, the Depositor shall provide to such Certificateholder and any prospective transferee designated by such Certificateholder information regarding the Certificates and the Receivables and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the Securities Act, pursuant to the exemption from registration provided by Rule 144A.

  • Execution of Certificates The Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery of the Trustee's Mortgage Files relating thereto to it and, concurrently with such delivery, has executed, authenticated and delivered to or upon the order of the Depositor, in exchange for the Mortgage Loans, the Trustee's Mortgage Files and the other assets included in the definition of Trust Fund, Certificates duly authenticated by the Trustee in Authorized Denominations evidencing the entire ownership of the Trust Fund.

  • Retention of Certificates Any certificates representing unvested Shares shall be held by the Company. If unvested Shares are held in book entry form, the undersigned agrees that the Company may give stop transfer instructions to the depository to ensure compliance with the provisions hereof.

  • Transfers of Certain Rights Except as otherwise provided for in Section 8 hereof, the rights granted to the Investors in this Agreement may be transferred by the Investor to a Qualified Buyer or a Permitted Transferee (provided such Permitted Transferee or Qualified Buyer holds at least fifty percent (50%) of the Shares or the Series B Conversion Shares purchased by such Investor at the Closing), and by such transferee to a subsequent Qualified Buyer or Permitted Transferee (provided such Qualified Buyer or Permitted Transferee holds at least fifty percent (50%) of the Shares or Series B Conversion Shares purchased by the original Investor at the Closing). Any Permitted Transferee or Qualified Buyer to whom rights under this Agreement are transferred shall (a) as a condition to such transfer, deliver to the Company a written instrument by which such Permitted Transferee or Qualified Buyer agrees to be bound by the obligations imposed upon the Investor under this Agreement to the same extent as if she, he or it were an Investor under this Agreement and (b) be deemed to be an investor hereunder.

  • Effect of Certificates Any certificate signed by any officer of the Company and delivered to you or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

  • Replacement of Certificates If (i) any Certificate is mutilated and is surrendered to the Trustee or any Authenticating Agent or (ii) the Trustee or any Authenticating Agent receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and there is delivered to the Trustee or the Authenticating Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Depositor and any Authenticating Agent that such destroyed, lost or stolen Certificate has been acquired by a bona fide purchaser, the Trustee shall execute and the Trustee or any Authenticating Agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and Certificate Principal Amount. Upon the issuance of any new Certificate under this Section 3.05, the Trustee and Authenticating Agent may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee or the Authenticating Agent) connected therewith. Any replacement Certificate issued pursuant to this Section 3.05 shall constitute complete and indefeasible evidence of ownership in the applicable Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

  • DISTRIBUTIONS TO HOLDERS OF CERTIFICATES Section 5.01 Distributions Generally. Section 5.02 Distributions from the Certificate Account. Section 5.03 Allocation of Losses. 92 Section 5.04 Advances by Master Servicer, Servicers and Securities Administrator. Section 5.05 Compensating Interest Payments. Section 5.06 Basis Risk Reserve Fund.

  • Loss of Certificates In case of the alleged loss or destruction or the mutilation of a share certificate, a duplicate certificate may be issued in place thereof, upon such terms as the Trustees shall prescribe.

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