Transfer of Class B Shares Sample Clauses

The 'Transfer of Class B Shares' clause governs the conditions and procedures under which holders of Class B shares may sell, assign, or otherwise transfer their shares to another party. Typically, this clause outlines any restrictions on transfer, such as requiring board approval, offering a right of first refusal to existing shareholders, or limiting transfers to certain approved entities. Its core practical function is to maintain control over the ownership structure of the company, preventing unwanted parties from acquiring significant influence and ensuring stability among the shareholder base.
Transfer of Class B Shares. Subject to the terms and conditions hereof, and concurrent with the Redemption, at the Closing, the Paired Interest Selling Stockholder shall convey, assign and transfer the Transferred Class B Shares to the Company, and the Company shall acquire and accept from the Paired Interest Selling Stockholder, free and clear of all Liens (other than any Liens under applicable securities Laws), the Transferred Class B Shares for no additional consideration.
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Transfer of Class B Shares. (a) No Class B Holder may directly or indirectly transfer any of such Class B Holder's interest in his, her or its Class B Shares (including, without limitation, the power to vote or provide a consent with respect to his, her or its Class B Shares by proxy or otherwise, except for proxies given to any person designated by the Board of Directors who is soliciting proxies on behalf of the Company in connection with a general shareholders' meeting), and the Company shall not acknowledge, cause to register or instruct the transfer agent for the Class B Shares, if any, to register the transfer of such Class B Shares, except to the Company or to a Permitted Transferee, except to the extent required by applicable law; provided, however, such restrictions on transfer shall not apply to a merger or consolidation of the Company with or into another corporation, whether or not the Company is the surviving corporation, but shall apply to the securities issued (the "new securities") in such merger or consolidation to the extent such new securities have disparate voting rights from the securities issued to the holders of the Class A Shares in such merger, consolidation or business combination and all references to Class B Shares herein shall thereafter refer to the new securities, together with any remaining Class B Shares. Any purported transfer of Class B Shares not permitted under this Agreement shall be deemed null and void. In addition, any time a record or beneficial holder of Class B Shares ceases to be a Permitted Transferee, such holder (i) will not be entitled to exercise the voting rights attached to such Class B Shares and (ii) will notify the Board of Directors that it is no longer a Permitted Transferee, which notification shall be deemed to be a request to convert such Class B Shares into Class A Shares. (b) Notwithstanding anything to the contrary set forth herein, (i) if at any time a holder of Class B Shares enters into an agreement to transfer to a person that is not a Permitted Transferee (a "Non-Permitted Transferee") a number of Class A Shares equivalent to that which would result from the conversion of all or a portion of such holder's Class B Shares and thereafter such conversion of the Class B Shares into Class A Shares is opposed by creditors of the Company in accordance with applicable Dutch law, which opposition has not been finally determined within six months after the commencement thereof, such holder shall be free to transfer its Class B ...
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Transfer of Class B Shares. If following the date of this Agreement, the Onex Group shall at any time own, in the aggregate, a number of Relevant Shares that is less than the number of Relevant Shares owned by the Oaktree Group, in the aggregate (such occurrence, an "Automatic Conversion Event"), then at such time, the Onex Group shall immediately convert all Class B Shares held by members of the Onex Group, if any, into Class A Shares and the Company shall take all actions necessary and appropriate in connection therewith. For the purposes of this Agreement, "Relevant Shares" means, (i) with respect to the Onex Group, any Shares (excluding any Shares underlying Common Stock Equivalents) owned by any member of the Onex Group as of the date of this Agreement, any Shares acquired by any member of the Onex Group after the date hereof from the Company in a transaction in which such Shares were Participation Securities and the preemptive rights provided under Section 4 of this Agreement were made available with respect thereto, and any Shares issued with respect to, in exchange for or in substitution of any of the foregoing Shares in a transaction of the type contemplated by Section 8.4 hereof and (ii) with respect to the Oaktree Group, any Shares (excluding Shares underlying Common Stock Equivalents (other than Shares acquired upon the exercise of Common Stock Equivalents owned by a member of the Oaktree Group as of the date hereof)) owned by any member of the Oaktree Group as of the date hereof, any Shares acquired by any member of the Oaktree Group after the date hereof from the Company in a transaction in which such Shares were Participation Securities and the preemptive rights provided under Section 4 of this Agreement were available with respect thereto, and any Shares issued with respect to, in exchange for or in substitution of any of the foregoing Shares in a transaction of a type contemplated by Section 8.4 hereof. From and after an Automatic Conversion Event, the members of the Onex Group shall not vote any Class B Shares owned by them.
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Transfer of Class B Shares. Any Transfer or proposal to Transfer by any of the Stockholders of any Class B Shares held by it or by any of its Affiliates shall be permitted only if coupled by a Transfer of the Related Voteco Interest held by it or by any of its Affiliates; provided that any such Transfer or proposed Transfer of Class B Shares shall be subject to ‎Section 4.01(a)(iv) with respect to the Transferred or proposed to be Transferred membership interest or warrant exercisable for a membership interest in Voteco; provided, that any such Transfer or proposed Transfer of Class B Shares by a Stockholder that is not coupled by a Transfer of the Related Voteco Interest shall be null and void ab initio with no force and effect, unless, in the case of a membership interest in Voteco and subject to the receipt of all required Gaming Approvals, such Stockholder is not the sole member of Voteco and chooses to effect the concurrent conversion of such percentage of its membership interests into a Warrant (as defined and contemplated by Section 3.01 of the Limited Liability Company Operating Agreement of Voteco (“Voteco LLC Agreement”), dated as of April 1, 2011) and Voteco shall reflect in its records the conversion of such membership interest for a Warrant.
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Transfer of Class B Shares. Issuance of Class A Shares. Effective as of the date of, and on the terms contained in, this Agreement, (a) the DeWitt Wallace Fund ▇▇▇▇▇▇ ▇▇▇▇▇▇ers and delivers to the Company, free and clear of all liens, claims, security interests, pledges, charges and other encumbrances (collectively, "Encumbrances"), 4,641,946 shares of Class B Stock and the Lila Wallace Fund h▇▇▇▇▇ ▇▇▇▇▇▇ers and delivers to the Company, free and clear of all Encumbrances, 4,641,947 shares of Class B Stock (collectively, the "Transferred Class B Shares") and (b) the Company hereby issues and delivers to the DeWitt Wallace Fund, ▇▇▇▇ ▇▇▇ ▇▇▇ar of all Encumbrances, 4,015,283 shares of Class A Stock and the Company hereby sells, issues and delivers to the Lila Wallace Fund, ▇▇▇▇ ▇▇▇ ▇▇▇ar of all Encumbrances, 4,015,284 shares of Class A Stock (collectively, the "New Class A Shares").
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Transfer of Class B Shares. If a holder of Class B Shares desires to transfer Class B Shares to CCC or an Affiliate of CCC, such holder shall deliver to the Secretary of the Corporation (a) the certificate or certificates representing the Class B Shares, duly endorsed in blank or accompanied by proper instruments of transfer and (b) written notice to the Corporation stating that such holder elects to transfer such shares and stating the name and addresses in which each certificate for Class B Shares is to be issued. Class B Shares shall not be transferred on the books of the Corporation until all of the conditions set forth in the foregoing clauses (a) and (b) are satisfied.
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Transfer of Class B Shares 
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Related to Transfer of Class B Shares

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this LLC Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this LLC Agreement or in violation of any applicable federal or state securities laws.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.