Transfer and Conversion Sample Clauses

Transfer and Conversion. Subject to Section 2.13 hereof, (a) upon surrender for registration of transfer of any Note, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder or such Noteholder's attorney duly authorized in writing, at the office or agency of the Company designated as Registrar or co-registrar pursuant to Section 2.04, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations, of a like aggregate Principal Amount. The Company shall not charge a service charge for any registration of transfer or exchange, but the Company or the Trustee may require payment of a sum sufficient to pay all taxes, assessments or other governmental charges that may be imposed in connection with the registration of transfer or exchange of the Notes from the Noteholder requesting such registration of transfer or exchange. At the option of the Holder, Certificated Notes may be exchanged for other Notes of any authorized denomination or denominations, of a like aggregate Principal Amount, upon surrender of the Notes to be exchanged, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Noteholder or such Noteholder's attorney duly authorized in writing, at such office or agency. Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee upon receipt of a Company Order shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive. (b) Notwithstanding any provision to the contrary herein, so long as a Global Note remains outstanding and is held by or on behalf of the Depositary, transfers of a Global Note, in whole or in part, shall be made only in accordance with Section 2.13 and this Section 2.07(b). Transfers of a Global Note shall be limited to transfers of such Global Note in whole, or in part, to nominees of the Depositary or to a successor of the Depositary or such successor's nominee. (c) Successive registrations and registrations of transfers and exchanges as aforesaid may be made from time to time as desired, and each such registration shall be noted on the register for the Notes. (d) Any Registrar appointed pursuant to Section 2.04 hereof shall provide to the Trustee such information as the Trustee may reasonably require in connection with t...
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Transfer and Conversion. Shares of Series C Preferred Stock may be converted into shares of Class A Common Stock, on the terms and conditions set forth in this Section 6.
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Transfer and Conversion. Tag-Along Rights; Drag-Along Rights........................27 Section 5.2. Restrictions on Transfer...................................28 Section 5.3. Restrictions on Conversion.................................29 ARTICLE VI RESTRICTIONS ON DIVIDENDS AND SHARE REPURCHASES ARTICLE VII EFFECTIVENESS AND TERMINATION Section 7.1. Effectiveness..............................................30 Section 7.2. Termination................................................30 ARTICLE VIII MISCELLANEOUS Section 8.1. Injunctive Relief..........................................31 Section 8.2. Successors and Assigns.....................................31 Section 8.3. Amendments; Waiver.........................................31 Section 8.4. Notices....................................................32 Section 8.5. Applicable Law.............................................33 Section 8.6. Headings...................................................33 Section 8.7. Integration................................................34 Section 8.8. Severability...............................................34 Section 8.9. Consent to Jurisdiction....................................34 Section 8.10. Counterparts...............................................34 -ii- SHAREHOLDERS AGREEMENT, dated as of November 20, 2001 (this "AGREEMENT"), by and among ARCH Capital Group Ltd., a company registered under the laws of Bermuda (the "COMPANY"), WARBURG PINCUS (BERMUDA) PRIVATE EQUITY VIII, L.P., a limited partnership organized under the laws of Bermuda, WARBURG PINCUS (BERMUDA) INTERNATIONAL PARTNERS, L.P., a limited partnership organized under the laws of Bermuda, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, C.V., an entity organized under the laws of the Netherlands, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, C.V., an entity organized under the laws of the Netherlands (each, a "WARBURG PURCHASER," and collectively, "WARBURG"), HFCP IV (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS IV-B (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, and H&F EXECUTIVE FUND IV (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda (each, a "H&F PURCHASER," and collectively, "H&F," and together with Warburg and such other Persons that are, or may hereafter become, parties hereto (in either cas...
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Transfer and Conversion. 16 Section 2.08. Replacement Securities..................................
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Transfer and Conversion. The parties agree to enter into the Conversion Memorandum of Understanding as promptly as practicable after the Brokerage Closing providing for conversion to occur no later than May 20, 2003. The Conversion Memorandum of Understanding provides, among other things, for the transfer and conversion of the Transferred Accounts. Each of Company and Buyer shall act in good faith to ensure that the conversion of the Transferred Accounts occurs pursuant to the terms set forth in the Conversion Memorandum of Understanding in a manner consistent with that agreement, subject to any modification of such procedures as may be mutually agreed from time to time by either party (the "Conversion").
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Transfer and Conversion. Subject to obtaining Revett’s consent to assignment of the Royalty Conversion Right, the Shares and rights associated therewith are fully transferable in compliance with the Securities Act. The Shares constitute all of the common stock of Revett necessary to be surrendered in exchange for the Rock Creek Royalty pursuant to the Royalty Conversion Right. As of the Closing Date, (a) the period during which the Shares may be converted into the Rock Creek Royalty pursuant to the Royalty Conversion Right shall not have been terminated, shortened or abbreviated, or be subject to termination, shortening or abbreviation, for any reason whatsoever except as might be provided in the Revett Agreement; (b) Sellers shall not have converted any of the Shares into the Rock Creek Royalty, notified Revett of any election or intent to so convert all or any of the Shares, or otherwise taken any action allowing Revett to cause all or any of the Shares to be so converted without the advance written consent of Buyer; (c) the total amount payable pursuant to the Rock Creek Royalty shall not have been reduced, or become subject to reduction; and (d) Sellers shall not have impaired or otherwise adversely affected in any way whatsoever the ability of Buyer to convert the Shares into the Rock Creek Royalty, whether through breach of the Revett Agreement or otherwise.
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Transfer and Conversion. The process of successfully transferring the existing DCCSES application software, to include the UniVerse Database Management software that is year 2000 compliant, to the new equipment at the Facility Management site, and testing the complete system to ensure DCCSES runs correctly and meets all performance standards on the new equipment.
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Related to Transfer and Conversion

  • Conversion Privilege and Conversion Price Securities of any series which are convertible shall be convertible in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for Securities of any series) in accordance with this Article Seventeen. Subject to and upon compliance with the provisions of this Article Seventeen, at any time during the period specified in the Securities, at the option of the Holder thereof, any Security or any portion of the principal amount thereof which is $1,000 or an integral multiple of $1,000 may be converted at the principal amount thereof, or of such portion thereof, into fully paid and nonassessable shares (calculated as to each conversion to the nearest 1/100 of a share) of Common Stock of the Company, at the Conversion Price, determined as hereinafter provided, in effect at the time of conversion. In case a Security or portion thereof is called for redemption, such conversion right in respect of the Security or portion so called shall expire at the close of business on the Business Day immediately preceding the Redemption Date, unless the Company defaults in making the payment due upon redemption, in which case such conversion right shall terminate on the date such default is cured. The price at which shares of Common Stock shall be delivered upon conversion (herein called the "Conversion Price") of Securities of any series shall be specified in such Securities. The Conversion Price shall be adjusted in certain instances as provided in Section 1704. In case the Company shall, by dividend or otherwise, declare or make a distribution on its Common Stock referred to in paragraph (4) of Section 1704, the Holder of each Security, upon the conversion thereof pursuant to this Article Seventeen subsequent to the close of business on the date fixed for the determination of stockholders entitled to receive such distribution and prior to the effectiveness of the Conversion Price adjustment in respect of such distribution pursuant to paragraph (4) of Section 1704, shall be entitled to receive for each share of Common Stock into which such Security is converted, the portion of the evidence of indebtedness, shares of Capital Stock or assets so distributed applicable to one share of Common Stock; PROVIDED, HOWEVER, that, at the election of the Company (whose election shall be evidenced by a Board Resolution filed with the Trustee) with respect to all Holders so converting, the Company may, in lieu of distributing to such Holder any portion of such distribution not consisting of cash or securities of the Company, pay such Holder an amount in cash equal to the fair market value thereof (as determined in good faith by the Board of Directors, whose determination shall be conclusive and described in a Board Resolution filed with the Trustee). If any conversion of a Security entitled to the benefits described in the immediately preceding sentence occurs prior to the payment date for a distribution to holders of Common Stock which the Holder of the Security so converted is entitled to receive in accordance with the immediately preceding sentence, the Company may elect (such election to be evidenced by a Board Resolution filed with the Trustee) to distribute to such Holder a due bill ▇▇▇ the evidences of indebtedness, shares of Capital Stock or assets to which such Holder is so entitled, provided that such due bill (▇) meets any applicable requirements of the principal national securities exchange or other market on which the Common Stock is then traded, and (ii) requires payment or delivery of such evidences of indebtedness or assets no later than the date of payment or delivery thereof to holders of Common Stock receiving such distribution.

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Form of Receipts Deposit of Shares Execution and Delivery Transfer and Surrender of Receipts SECTION 2.01. FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02. DEPOSIT OF SHARES. SECTION 2.03.

  • Denominations, Transfer and Exchange The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

  • Register Transfer Agent Instructions The Company shall maintain at its principal executive offices (or such other office or agency of the company as it may designate by notice to each holder of securities), a register for the Membership Interests and the Warrants, in which the Company shall record the name and address of the person in whose name the Membership Interests and the Warrants have been issued (including the name and address of each transferee), the number of Membership Interests held by such person, the number of Warrant Interests issuable upon exercise of the Warrants held by such person and the number of Membership Interests held by such person. The Company shall keep the register open and available at all times during normal business hours for inspection of any Buyer or its legal representatives.