No Registration of Transfer Unless Transferee is Bound Clause Samples

No Registration of Transfer Unless Transferee is Bound. If, pursuant to any provision of this Agreement, a Shareholder Transfers any of such Shareholder's Shares to any other Person, no Transfer of such Shares shall be made nor shall be effective and no application shall be made to the Corporation or to the Corporation's transfer agent to register the Transfer, and the Corporation shall not register any such Transfer, on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 4.03, 4.04 or 4.05, the documentation referred to in those sections has been delivered, and, in the case of any other Transfer, the proposed Transferee and the Person, if any who Controls such Transferee become subject to all of the obligations of the transferor under this Agreement (in which case the proposed Transferee shall become entitled to exercise all the rights of the transferor under this Agreement) and agree to be bound by all of the provisions hereof as if they were original signatories hereto pursuant to an agreement in writing, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably. The foregoing does not apply to a Transfer of Shares by a Shareholder and his Related Shareholders to another Shareholder pursuant to Article Six.
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No Registration of Transfer Unless Transferee is Bound. Subject to Section 5.2 with respect to certain Transfers by GMCR, if GMCR Transfers any Share to any other Person in accordance with this Agreement, no Transfer will be made effective, no application will be made to the Corporation to register the Transfer, and the Corporation will not register that Transfer on its securities register until the proposed Transferee and the Person, if any, who controls the proposed Transferee (i) becomes subject to all of the obligations of the Transferor under this Agreement and the Voting Agreement and (ii) agrees to be bound by this Agreement and the Voting Agreement as if the proposed Transferee were a signatory to this Agreement and the Voting Agreement in writing, by executing a counterpart signature page to this Agreement and the Voting Agreement. The above does not apply to a Transfer of Shares from one Shareholder to another Shareholder.
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No Registration of Transfer Unless Transferee is Bound. If pursuant to any provision of this Agreement a Shareholder or a Permitted Transferee of such Shareholder Transfers any Shares held by such Shareholder or Permitted Transferee to any other Person, no Transfer of such Shares shall be made nor shall be effective and no application shall be made to the Corporation to register the Transfer, and the Corporation shall not register any such Transfer, on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 5.2 through 5.5, the documentation referred to in the relevant Section has been delivered, and, in the case of any other Transfer, the proposed transferee and the Person, if any, who Controls such transferee become subject to all of the obligations of the transferor under this Agreement and agree to be bound by all of the provisions hereof as if they were original signatories hereto pursuant to an agreement in writing, in form and substance satisfactory to the other Parties then bound by this Agreement, acting reasonably.
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No Registration of Transfer Unless Transferee is Bound. If, pursuant to any provision of this Agreement, a Shareholder (a “Transferor”) Transfers any of such Shareholder’s Shares to any other Person (a “Transferee”), (a) no Transfer of such Shares shall be made nor shall it be effective, (b) no application shall be made to the Corporation to register the Transfer, and (c) the Corporation shall not register any such Transfer on the securities register of the Corporation, until the proposed Transferee and the Person, if any, who Controls, directly or indirectly, such Transferee, executes and delivers a Participation Agreement in which it agrees to be bound by all of the terms of this Agreement as if it were an original signatory hereto. The foregoing does not apply to a Transfer of Shares by a Shareholder to another Shareholder, or a subscription for additional Shares by an existing Shareholder, pursuant to Article 4.
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No Registration of Transfer Unless Transferee is Bound. Each of the Shareholders and General Partner agrees that no Transfers of any Common Shares are permitted by any Shareholder, except in accordance with the provisions of this Agreement and such other Shareholder Documents to which the party wishing to Transfer such Shares is a party. Subject to the provisions of any applicable Shareholder Documents, if a Shareholder Transfers any of such Shareholder’s Common Shares to any other Person, no Transfer of such Common Shares will be made nor will such Transfer be effective and no application will be made to General Partner or to General Partner’s transfer agent to register the Transfer, and General Partner will not register any such Transfer on the securities register of General Partner until the provisions of Section 3.2 are complied with and, in addition, the proposed transferee becomes subject to all of the obligations of the transferor under this Agreement (in which case the proposed transferee will become entitled to exercise all the rights of the transferor under this Agreement other than the rights of CanWest and the Fund under Subsections 2.1(a), 2.1(c), 2.1(f) and 2.1(g) and Section 2.2, except that a transferee that is an Affiliate of CanWest will become entitled to exercise all of such rights for so long as it remains an Affiliate of CanWest) and agree to be bound by all of the provisions hereof as if the proposed transferee was an original signatory hereto. The foregoing does not apply to a Transfer of Shares by a Shareholder to another Shareholder. Any other purported Transfer of Shares will be void ab initio.
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No Registration of Transfer Unless Transferee is Bound. If, under any provision of this Agreement, a Shareholder Transfers any of that Shareholder’s Shares to any other Person, no Transfer of those Shares shall be made or be effective, and no application shall be made to the Corporation or the Corporation’s transfer agent to register the Transfer, and the Corporation shall not register any Transfer, on the securities registers of the Corporation until: the proposed transferee becomes subject to all of the obligations of a Shareholder under this Agreement (in which case the proposed holder of Shares becomes entitled to exercise all of the rights of a Shareholder under this Agreement) and agrees to be bound by all of the provisions of this Agreement as if it was an original signatory to this Agreement by signing an acknowledgement in the form of Schedule B or in another form as may be agreed by the Corporation; and if the proposed transferee is a Holding Company, (i) its Principal becomes subject to all the obligations of a Principal under this Agreement and agrees to be bound by all the provisions of this Agreement as if it were an original signatory to this Agreement by signing an acknowledgement in the form of Schedule B or in another form as may be agreed by the Corporation, and (ii) all direct and indirect shareholders of the Holding Company enter into such additional agreements with the Corporation, Shareholders and Principals as the Board of Directors may reasonably require. If a proposed transferee is acquiring all the Shares then held by the transferor, the transferee, on executing that agreement in writing to be bound by this Agreement, will be entitled to exercise, in addition to the rights of a Shareholder under this Agreement, all specific rights of the transferor under this Agreement.
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Related to No Registration of Transfer Unless Transferee is Bound

  • Registration of Transfer of Receipts Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

  • Exchange and Registration of Transfer (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants of the same class or may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and, upon satisfaction of the terms and provisions hereof, the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive. (b) The Warrant Agent shall keep, at its office, books in which, subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and the transfer thereof in accordance with customary practice. Upon due presentment for registration of transfer of any Warrant Certificate at such office, the Company shall execute and the Warrant Agent shall issue and deliver to the transferee or transferees a new Warrant Certificate or Certificates representing an equal aggregate number of Warrants of the same class. (c) With respect to all Warrant Certificates presented for registration of transfer, or for exchange or exercise, the subscription or exercise form, as the case may be, on the reverse thereof shall be duly endorsed or be accompanied by a written instrument or instruments of transfer and subscription, in form satisfactory to the Company and the Warrant Agent, duly executed by the Registered Holder thereof or his attorney-in-fact duly authorized in writing. (d) A service charge may be imposed by the Warrant Agent for any exchange or registration of transfer of Warrant Certificates. In addition, the Company may require payment by such Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. (e) All Warrant Certificates surrendered for exercise or for exchange in case of mutilated Warrant Certificates shall be promptly canceled by the Warrant Agent and thereafter retained by the Warrant Agent until termination of this Agreement. (f) Prior to due presentment for registration of transfer thereof, the Company and the Warrant Agent may deem and treat the Registered Holder of any Warrant Certificate as the absolute owner thereof and of each Warrant represented thereby (notwithstanding any notations of ownership or writing thereon made by anyone other than a duly authorized officer of the Company or the Warrant Agent) for all purposes and shall not be affected by any notice to the contrary.

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • No Certificate; Registration; Registration of Transfer; Change of Address (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions set forth in Section 3.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights and entitling the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transfer. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

  • Registration of Transfers of Receipts The Company hereby appoints the Depositary as the Registrar and Transfer Agent for the Receipts and the Depositary hereby accepts such appointment and, as such, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or representative, properly endorsed or accompanied by a properly executed instrument of transfer or endorsement and including a guarantee of the signature thereon by a participant in a signature guarantee medallion program approved by the Securities Transfer Association (a “Signature Guarantee”), together with evidence of the payment of any transfer taxes as may be required by applicable law. Upon such surrender, the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto evidencing the same aggregate number of Depositary Shares evidenced by the Receipt or Receipts surrendered.