Transfer Restrictions and Procedures Clause Samples

Transfer Restrictions and Procedures. (a) Unless the Members unanimously agree otherwise, prior to completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, neither Member may sell, assign, transfer, pledge, encumber or in any other manner dispose of all or any portion of the interest in the Company which it owns except by operation of law. Any such sale, assignment, transfer, pledge, encumbrance or other disposition, including any attempt thereat, shall be null and void. (b) If, at any time after completion of the SOW and fulfillment of the Company's obligations to GPUI under the Performance Agreement, either Member (the "Selling Member") shall desire to transfer or dispose of some or all of its interest in the Company, it shall, before soliciting any third party offers therefor, give written notice of its intention to do so to the Company and the other Member. The Company shall then have the option (exercisable by written notice within 30 days after receipt of the Selling Member's notice) to purchase either (i) the interest in the Company the Selling Member shall desire to dispose of as stated in such notice (the "Offered Interest") or (ii) the entire interest in the Company owned by the Selling Member, at a price to be mutually agreed upon. If within such 30-day period, the Company does not exercise its option as to the entire interest subject to such option, the other Member shall have the option (exercisable by written notice within 35 days after receipt of the Selling Member's notice) to purchase the interest as to which the Company has not exercised its option, at a price to be mutually agreed upon. (c) If the Company and the other Member do not exercise their respective options as set forth in Section 7.1(b) so as to purchase the entire Offered Interest, or if the parties cannot reach mutual agreement as to the price for such interest, the Selling Member shall have the right, at any time within 60 days after the expiration of the last such option period, to submit to the Company and the other Member a bona fide third party offer for the purchase of the offered Interest (the "Offer") and the Company, initially, and then the other Member, shall have the option (exercisable by written notice to the Selling Member within 20 and 30 days, respectively, after receipt of the offer from the Selling Member) to purchase the Offered Interest at the price and on the terms set forth in the Offer. If the Company and the other Member do not exercise th...
View SourceView Similar (3)
Transfer Restrictions and Procedures. (a) Each Series 1996-2 Certificate shall be issued as a Definitive Certificate, provided that Class A Certificates and Class B Certificates offered or sold pursuant to Regulation S will be represented initially by two separate Regulation S Temporary Book-Entry Certificates (each a "Series 1996-2 Regulation S Temporary Book-Entry Certificate"). The Series 1996-2 Regulation S Temporary Book-Entry Certificates shall be exchanged on the later of (i) 40 days after the later of (A) the Closing Date and (B) the completion of the distribution of the Series 1996-2 Certificates, as certified by the initial purchasers of such Certificates and (ii) the date on which the requisite certifications are due to and provided to the Trustee (the later of clauses (i) and (ii) is referred to as the "Series 1996-2 Exchange Date") for permanent Book-Entry Certificates (the "Series 1996-2 Unrestricted Book-Entry Certificates," and together with the Series 1996-2 Regulation S Temporary Book-Entry Certificates, the "Series 1996-2 Regulation S Book-Entry Certificates"). The Series 1996-2 Regulation S Temporary Book-Entry Certificates shall be issued in registered form, without coupons, and deposited upon the order of Transferor with the Trustee as custodian for, and registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), for credit to the account of the depositaries for Euroclear and Cedel, which depositaries shall, on behalf of Euroclear and Cedel, hold the interests on behalf of Member Organizations, which have rights in respect of the Series 1996-2 Certificates credited to their securities accounts with Euroclear or Cedel from time to time. DTC shall be the Clearing Agency for the Series 1996-2 Certificates. (i) A Certificate Owner holding an interest in a Series 1996-2 Regulation S Temporary Book-Entry Certificate may receive payments in respect of the Class A Certificates or Class B Certificates, as applicable, on the Series 1996-2 Regulation S Temporary Book-Entry Certificate only after delivery to Euroclear or Cedel, as the case may be, of a written certification substantially in the form of a certification in the form set forth in Exhibit E, and upon delivery by Euroclear or Cedel, as the case may be, to the Transfer Agent and Registrar of a certification or certifications substantially in the form set forth in Exhibit F. The delivery by a Certificate Owner of the certification referred to above shall constitute its irrevocable instruction t...
View SourceView Similar (2)
Transfer Restrictions and Procedures. Each of the Partners agrees that it will not Transfer all or any part of its Partnership Interest, except as provided in Article X, Article XI or Section 9.2 and except that any Partner may Transfer all or any part of its Partnership Interest to any Affiliate thereof (so long as such Partner directly and beneficially owns at least 50% (on a fully-diluted basis) of the issued and outstanding equity securities or other equity interests of such Affiliate), provided that (i) notice of such Transfer is given by the Partner making such Transfer to all other Partners, (ii) any such Affiliate to whom any Partnership Interest is to be transferred pursuant to such Transfer enters into an agreement with all other Partners, reasonably satisfactory in form and substance as to such other Partners, pursuant to which such Affiliate agrees to be bound by all the terms and provisions of this LP Agreement and (iii) any such Affiliate to whom any Partnership Interest is so transferred pursuant to such Transfer shall be deemed to be subject to the same provisions of this LP Agreement as the Partner making the Transfer. Any purported Transfer in violation of this Section 9.1 shall be null and void.
View SourceView Similar (2)
Transfer Restrictions and Procedures. Section 11.1.1 of the Existing Lease is hereby deleted in its entirety and replaced with the following: “Rationale. Lessee represents that it is entering into this Lease for the purpose of the redevelopment of the Premises in accordance with the DDA and not for speculation in land holding. Lessee further recognizes that, in view of the importance of the redevelopment of the Premises to the general welfare of the community, the qualifications and identity of Lessee, and its respective principals and personnel, are of particular concern to Authority. Among such qualifications are the financial resources of The Related Companies, L.P., a New York limited partnership (“Related”) and CORE (USA) GRAND AVENUE LLC, a Delaware limited liability company (“CORE LA”) and the reputation and experience of Related and its principals and personnel in the development of world class projects. Lessee represents and warrants to Authority that, as of the date hereof and subject to Lessee’s Transfer rights under this Lease, CORE LA and Related Grand Avenue, L.L.C. (“Related Grand Avenue”), which is wholly owned by Related, are Lessee’s sole members. It is because of such qualifications and identity that Authority is entering into this Lease and the DDA. Therefore, no voluntary or involuntary successor-in-interest of Lessee shall acquire any rights or powers under this Lease or in the Premises except as specifically set forth herein.”
View Source
Transfer Restrictions and Procedures. 5.1 Not withstanding anything to the contrary herein, each Holder agrees that, prior to the Outside Termination Date, such Holder shall not Transfer more than the Permitted Resale Amount of the Underlying Shares in any one-week period. 5.2 Each Holder acknowledges and agrees that no sales of the Registrable Securities may be made under the Registration Statement and that the Registrable Securities are not transferable on the books of Onyx unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Transfer Notice for Sales Pursuant to Registration Statement: (a) in the form of Appendix II hereto; (b) executed by an officer of, or other authorized person designated by, the Holder; and (c) to the effect that (i) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, (ii) the requirement of delivering a current prospectus has been satisfied, and (iii) the Transfer complies with the transfer restrictions set forth in this Section 5.2. 5.3 The Warrants and the certificates representing the Underlying Shares shall bear substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A REGISTRATION RIGHTS AGREEMENT DATED JANUARY , 2003, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION, AND MAY NOT BE SOLD, TRANSFERRED OR ENCUMBERED EXCEPT IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF SAID AGREEMENT AS SAID AGREEMENT MAY FROM TIME TO TIME BE AMENDED OR SUPPLEMENTED.
View Source
Transfer Restrictions and Procedures. Except as otherwise provided in Section 9.3 or Section 4.21, each of Smit▇ ▇▇▇ Schlumberger agrees that it will not and will cause its respective subsidiaries not to, directly or indirectly, sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of its direct or indirect ownership interest in any of the Venture Entities, except to the other in accordance with the following procedures:
View Source
Transfer Restrictions and Procedures. Each Holder acknowledges and agrees that no sales of the Registrable Securities may be made under the Registration Statement and that the Registrable Securities are not transferable on the books of Onyx unless the certificate submitted to the transfer agent evidencing the Registrable Securities is accompanied by a separate Transfer Notice for Sales Pursuant to Registration Statement: (a) in the form of Appendix II hereto; (b) executed by an officer of, or other authorized person designated by, the Holder; and (c) to the effect that (i) the Registrable Securities have been sold in accordance with the Registration Statement, the Securities Act and any applicable state securities or blue sky laws, (ii) the Registrable Securities have been sold in compliance with any restrictions on transfer under this Agreement and the Purchase Agreement and (ii) the requirement of delivering a current prospectus has been satisfied.
View Source
Transfer Restrictions and Procedures. Except as otherwise provided in Section 9.3 or Section 4.21, each of Smit▇ ▇▇▇ Schlumberger agrees that it will not and will cause its respective subsidiaries not to, directly or indirectly, sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of its direct or indirect ownership interest in any of the Venture Entities, except to the other in accordance with the following procedures:
View Source

Related to Transfer Restrictions and Procedures

  • Transfer Restrictions If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Section 5.7 of the Purchase Agreement.

  • Transfer Restriction No Unreleased Shares or any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect.

  • Instructions Regarding Transfer Restrictions The Holder consents to the Company making a notation on its records and giving instructions to any transfer agent in order to implement the restrictions on transfer established in this Section 5.

  • Lock-up; Transfer Restrictions (a) The Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) one year after the completion of the Company’s initial Business Combination and (B) the date following the completion of an initial Business Combination on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30- trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares Lock-up. (b) Subject to the provisions set forth in paragraph 5(c), the Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or the Ordinary Shares underlying such Private Placement Warrants until 30 days after the completion of an initial Business Combination. (c) Notwithstanding the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants or Ordinary Shares underlying the Private Placement Warrants are permitted (a) to the Company’s officers or directors, any affiliates or family member of any of the Company’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the Founder Shares, Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; (f) by virtue of the Sponsor’s organizational documents upon liquidation or dissolution of the Sponsor; (g) to the Company for no value for cancellation in connection with the consummation of its initial Business Combination, (h) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (i) in the event of completion of a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of an initial Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. (d) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider shall not, without the prior written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable, subject to certain exceptions enumerated in Section [6(h)] of the Underwriting Agreement.

  • Restrictions on Transfer; Restrictive Legends Except as otherwise permitted by this Section 2, each Warrant shall (and each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to Section 1.6 or Section 4 herein shall) be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS. Except as otherwise permitted by this Section 2, each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE (THE "SHARES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT. THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM UNDER THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND (II) UPON RECEIPT BY THE CORPORATION OF EVIDENCE SATISFACTORY TO IT OF COMPLIANCE WITH THE ACT AND THE APPLICABLE SECURITIES LAWS OF ANY OTHER JURISDICTION. Notwithstanding the foregoing, the Warrantholder may require the Company to issue a Warrant or a stock certificate for Warrant Shares, in each case without a legend, if either (i) such Warrant or such Warrant Shares, as the case may be, have been registered for resale under the Securities Act, or (ii) the Warrantholder has delivered to the Company an opinion of legal counsel, which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company's counsel, to the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be.