Transfer of Shares of Parent Common Stock Clause Samples

The "Transfer of Shares of Parent Common Stock" clause governs the conditions under which shares of the parent company's common stock may be transferred by shareholders. Typically, this clause outlines any restrictions on selling, assigning, or otherwise transferring shares, such as requiring prior approval from the company or compliance with securities laws. For example, it may prohibit transfers to competitors or mandate that shares be offered to existing shareholders before being sold to outsiders. The core function of this clause is to maintain control over the company's ownership structure and prevent unwanted or disruptive changes in shareholding.
Transfer of Shares of Parent Common Stock. (a) None of CSH, its Permitted Transferees (as defined below) or Rich▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ (▇▇llectively, the "Outside Stockholders") shall directly or indirectly, Transfer any shares of the Common Stock, par value $.01 per share, of Parent ("Parent Common Stock") until the first anniversary of the Closing, except (i) in the case of CSH, to Citicorp Venture Capital, Ltd. ("CVC") or another subsidiary of Citigroup which shall have agreed by reasonably satisfactory instrument delivered to Parent to be bound by the provisions of Sections 4.5 and 4.6 hereof (collectively, the "Permitted Transferees"), (ii) any Transfer pursuant to Section 3(a) of the Registration Rights Agreement, or (iii) pursuant to a tender offer, self tender offer, exchange offer or other transaction offered generally to stockholders of Parent and approved by Parent's Board of Directors. Each of Davi▇ ▇▇▇▇▇ ▇▇▇ Anth▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇dividually and for himself, agrees that he shall not, directly or indirectly, Transfer during the period commencing on the Closing Date and (a) ending on the first anniversary of the Closing Date, shares of Parent Common Stock representing more than 25% of the sum of the shares of Parent Common Stock received by him in the Merger and shares of Parent Common Stock issuable to him pursuant to options to acquire Parent Common Stock which have vested and are exercisable as of the Closing ("Vested Shares"), (b) ending on the second anniversary of the Closing Date, cumulatively, more than 62.5% of his Vested Shares and (c) any time after the second anniversary of the Closing Date, 100% of his Vested Shares. (b) All certificates representing shares of Parent Common Stock issued to any Stockholder pursuant to the Merger Agreement shall be endorsed with a legend reading as follows until such time as the shares represented thereby are no longer subject to the provisions hereof: "The shares of Common Stock, par value $.01 per share, of Global Crossing Ltd. (the "Company") represented by this certificate are subject to a Consent and Voting Agreement dated as of February 22, 2000, and may not be sold or otherwise transferred, except in accordance therewith. Copies of such Agreement may be obtained at the principal executive offices of the Company." (c) In the case of the Outside Stockholders, the legend on the certificates representing any of the shares of Parent Common Stock shall be removed on the first anniversary of the Closing and such legend shall be removed from shares of Pa...
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Related to Transfer of Shares of Parent Common Stock

  • Registration of Shares of Common Stock The Company agrees that as soon as practicable after the closing of its initial Business Combination, it shall use its best efforts to file with the Securities and Exchange Commission a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the shares of Common Stock issuable upon exercise of the Warrants, to the extent an exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive legend. For the avoidance of any doubt, unless and until all of the Warrants have been exercised on a cashless basis, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or deleted without the prior written consent of the Representative.

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

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

  • Fractional Shares of Common Stock (a) The Company shall not issue fractions of Warrants or distribute Warrant Certificates which evidence fractional Warrants. Whenever any fractional Warrant would otherwise be required to be issued or distributed, the actual issuance or distribution shall reflect a rounding of such fraction to the nearest whole Warrant (rounded down). (b) The Company shall not issue fractions of shares of Common Stock upon exercise of Warrants or distribute stock certificates which evidence fractional shares of Common Stock. Whenever any fraction of a share of Common Stock would otherwise be required to be issued or distributed, the actual issuance or distribution in respect thereof shall be made in accordance with Section 2(d)(v) of the Warrant Certificate.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.