Consent to Transfer of Shares Sample Clauses

Consent to Transfer of Shares. If Partners (in the case of a proposed transfer by a Wilsxx Xxxckholder other than a Kaufxxx Xxxckholder) or Wilsxx (xx the case of a proposed transfer by a Partners Stockholder), as the case may be, consents to the proposed transfer of Shares by a Wilsxx Xxxckholder or a Partners Stockholder, as the case may be, pursuant to Section 3.1.1, then such Shares may be transferred by such Wilsxx Xxxckholder or such Partners Stockholder, as the case may be, in accordance with Section 4 hereof.
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Consent to Transfer of Shares. The Issuer hereby consents to the transfer by Enlox xx 719,000 Shares to the Trust.
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Consent to Transfer of Shares. Subject to the Obligations of the Note and Assignment of Pledge Agreement. UPCO hereby consents to (i) the transfer of the Shares by the CDU Trust to URACO as a capital contribution to URACO, provided that (a) URACO agrees, on a non-recourse basis, to pay, perform and discharge when due, the obligations under the Note, (b) the CDU Trust remains liable for its obligations under the Note on a recourse basis, and (c) URACO agrees to be bound by the terms and conditions of the Pledge Agreement, and (ii) the assignment of the CDU Trust's rights, obligations and liabilities under the Pledge Agreement to URACO.
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Consent to Transfer of Shares. Each of CREO and HD shall vote their Shares so as to ensure that the Directors of JVCO consent to all transfers of Shares made in accordance with this Agreement.
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Consent to Transfer of Shares. Subject to any express requirement in this Agreement for their consent, each of the Vendors shall be deemed conclusively to have consented to any transfer of Shares made in accordance with this Agreement, and each shall waive any restriction on transfer contained in the Articles in order to give effect to any such transfer. Each of the Vendors shall vote their Shares in such a way as to ensure that the directors of the Company consent to all transfers of Shares in accordance with this Agreement, but nothing in this sentence may be construed as fettering the discretion of the directors of the Company.
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Consent to Transfer of Shares. Subject to the Obligations of the Note and Assignment of Pledge Agreement. UPCO hereby consents to (i) the transfer of the Shares by the CUB Trust to URACO as a capital contribution to URACO, provided that (a) URACO agrees, on a non-recourse basis, to pay, perform and discharge when due, the obligations under the Note, (b) the CUB Trust remains liable for its obligations under the Note on a recourse basis, and (c) URACO agrees to be bound by the terms and conditions of the Pledge Agreement, and (ii) the assignment of the CUB Trust's rights, obligations and liabilities under the Pledge Agreement to URACO.
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Consent to Transfer of Shares. Upon the terms and subject to the conditions set forth in the Purchase Agreement and this Agreement, Sento hereby consents to the proposed transfer of the Shares from ESI to the Principals.
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Related to Consent to Transfer of Shares

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • ISSUANCE AND TRANSFER OF SHARES 1. The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Customer in connection with the issuance of any Shares.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • No Rights as Stockholders; Transfer Books This Warrant does not entitle the Warrantholder to any voting rights or other rights as a stockholder of the Company prior to the date of exercise hereof. The Company will at no time close its transfer books against transfer of this Warrant in any manner which interferes with the timely exercise of this Warrant.

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • No Transfer of Registration Rights None of the rights of Shareholders under this Article 5 shall be assignable by any Shareholder to any Person acquiring securities of such Shareholder in any Public Offering or pursuant to Rule 144A of the Securities Act.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

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