Dealing With Shares Sample Clauses

Dealing With Shares. 1Restrictions on Transfer of Shares
Sample 1
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Dealing With Shares. 5.1 Restrictions in relation to Equity Shares (a) The Strategic Partner expressly agrees and undertakes that it shall not for a period of 3 (three) years from the Closing Date, directly or indirectly, sell, transfer, assign, pledge, charge, grant a beneficial interest in, grant any option or right to purchase, or in any other way dispose or encumber (collectively, "Transfer") any Equity Shares or the legal or beneficial ownership of the Equity Shares, to any Person; Provided however that the aforesaid restriction shall not apply if a pledge of Equity Shares is made by the Strategic Partner pursuant to Clause 5.1(c). (b) The Parties agree that in the event that any share transfer committee is constituted pursuant to Clause 4.1(e), no Transfer of any Equity Shares held by any Shareholder shall be approved by such share transfer committee without an affirmative vote of the nominee of the Government on the share transfer committee. Provided however, that the Government nominee on the share transfer committee shall not withhold its approval to any Transfer of Equity Share(s) if such Transfer is in accordance with the terms of this Agreement. (c) The Strategic Partner may with the prior written approval of Government, pledge the Equity Shares held by it with an Indian financial institution, a scheduled bank or a recognised international lender as security for any loan or advances made by such financial institution, scheduled bank or recognized international lender to the Company. The Strategic Partner shall at the time of seeking the approval of the Government reveal the identity of the proposed pledgee(s) and the material terms and conditions concerning the creation of the pledge and shall procure an undertaking from the pledgee(s) to the effect that it shall be bound by the restrictions on transfer of Equity Shares and the contractual obligations and covenants as provided in this Agreement. (d) The Government may pledge, charge or mortgage the Equity Shares held by it, provided it gives a written notice to the Strategic Partner 15 (fifteen) days prior to the creation of such pledge, charge or mortgage specifying the identity of the Person in whose favour the Government proposes to pledge, charge or mortgage the Equity Shares held by it and the material terms and conditions concerning the creation of such pledge, charge or mortgage.
Sample 1
Dealing With Shares. 5.01 Pre-Emptive Rights (1) Subject to the provisions of Section 5.01(2), if any additional shares of the Corporation are to be issued from treasury, the Corporation will first offer such shares to the Voting Shareholders by notice given to them of the Corporation’s intention to issue additional shares, the number and class thereof to be so issued and the proposed price and terms of the shares so offered. The Voting Shareholders will have the right to purchase the shares so offered pro rata based upon the number of Voting Shares beneficially owned by the Voting Shareholders at the date notice is given. Each Voting Shareholder will have 60 Business Days from the date such notice is given to take up and pay for any of the shares so offered to the Voting Shareholder. The shares that have not been taken up and paid for within the 60 Business Days will be offered again by the Corporation by notice given to those Voting Shareholders who took up and paid for all the shares initially offered to them, and each of such Voting Shareholders will have the right to purchase the shares so offered pro rata based upon the number of Voting Shares beneficially owned by such Voting Shareholders at the date notice is given of such subsequent offer. Such Voting Shareholders will have 10 Business Days from the date such subsequent notice is given to take up and pay for any of the shares so offered, and so on from time to time until all the shares have been taken up or until all the Voting Shareholders have refused to take up any more, in which latter event the shares not so taken up may be issued to such persons as the directors in their discretion determine, provided that such persons agree to be bound by this Agreement and to become parties hereto and the subscription price and terms of the shares so offered will be the same as the subscription price and terms offered to the Voting Shareholders. (2) The pre-emptive rights described in Section 5.01(1) will not apply to an issuance of shares to the extent that the Board determines that the shares so offered are being issued pursuant to, or upon the exercise of securities granted under, equity incentive plans of the Corporation established by the Board in accordance with Section 4.09.
Sample 1
Dealing With Shares. No Transfer of Shares 2.1 Except as expressly provided for in this Part 2, the Shareholders hereof shall not sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber their Shares or their rights under this Agreement without first complying with all of the provisions of this Agreement unless, prior to the disposition or encumbrance of their Shares, all of the Shareholders have consented in writing to such disposition or encumbrance. Endorsement on Certificate 2.2 Share certificates of the Corporation shall bear the following language either as an endorsement or on the face thereof: "The shares represented by this certificate are subject to all the terms and conditions of a Shareholders' Agreement made as of May 1, 2006 as the same may be amended from time to time" Sale of Shares (a) Any Shareholder (in this Section 2.3, the "Offeror") who desires to sell all or any of its Shares shall give notice of such proposed sale (in this Section 2.3, the "Notice") to the Corporation and to the other Shareholders and shall set out in the Notice the number of its Shares that it desires to sell (in this Section 2.3, the "Offered Shares") and the terms upon which and the price at which it desires to sell the Offered Shares (in this Section 2.3, the "Purchase Price"). (b) Upon the Notice being given, the other Shareholders (in this Section 2.3, "the Offerees" or "an Offeree") shall have the right to purchase all, but not less than all, of the Offered Shares for the Purchase Price. The Offerees shall be entitled to purchase the Offered Shares pro rata based upon the number of Shares beneficially owned by the Offerees or to purchase in such other proportion as the Offerees may agree in writing. (c) Within 10 Business Days of having been given the Notice, each Offeree who desires to purchase all of the Offered Shares that it is entitled to purchase in accordance with the provisions of Section (b) shall give notice to the Offeror, to the Corporation and to the other Offerees. If any Offeree does not give such notice, the Offered Shares that it had been entitled to purchase (in this Section (c), the "Rejected Shares") may instead be purchased by the Offerees who did give such notice, pro rata based upon the number of Shares beneficially owned by such Offerees as between themselves or in such other proportion as such Offerees may agree in writing, and, within five Business Days after the expiry of the 10 Business Day period specified in this Se...
Sample 1
Dealing With Shares. 11.1 No Shareholder shall pursuant to article 9 of the Memorandum of Association and without obtaining prior approval of the other Shareholder: 11.1.1 Sell, assign, transfer, pledge, mortgage, charge or otherwise encumber any share of any interest in any share; 11.1.2 Grant an option over any share or any interest in any share; or 11.1.3 Enter into any agreement in respect of the votes attached to any share. 11.1.4 A transfer of any share pursuant to Article 9 of the Memorandum of Association shall be on the following conditions: 11.1.5 If the Shareholder transfers any share to a person who is not already a Shareholder it shall require the transferee as a condition of the transfer to execute a deed in the form of the Deed of Adherence confirming to the other Shareholders that it shall be bound by this Agreement as a Shareholder in respect of each share transferred; 11.1.6 Each Shareholder shall procure that the Board registers in the Register a transfer of shares carried out in accordance with this Agreement and the Memorandum of Association in the agreed form.
Sample 1
Dealing With Shares. 22 3.1 No Transfer of Shares................................................................................................................. 22 3.2 Endorsement on Certificates........................................................................................................ 22 3.3 Shareholder Representations and Warranties............................................................................... 23 3.4 Purchase of Shares of a Shareholder........................................................................................... 23 3.5 Death or Incapacity of a Shareholder.......................................................................................... 26 3.6 Right of First Refusal.................................................................................................................. 27 3.7 Piggyback Right on Sale of Shares............................................................................................. 29 3.8 Drag-Along Right...................................................................................................................... 29 3.9 Valuation................................................................................................................................... 32 3.10 Exclusivity of Sections.............................................................................................................. 32 ARTICLE 4................................................................................................................................... 33 4.1 Material Adverse Transfer, etc 2................................................................................................ 33 ARTICLE 5 MATTERS RELATING TO ISSUANCE OF SHARES BY THE CORPORATION................................................................................................ 33 5.1 Dilution.................................................................................................................................... 33 5.2 Pre-Emptive Right.................................................................................................................... 33
Sample 1
Dealing With Shares 
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Related to Dealing With Shares

  • Dealing With Escrow Securities 4.1 Restriction on Transfer, etc. 4.2 Pledge, Mortgage or Charge as Collateral for a Loan 4.3 Voting of Escrow Securities 4.4 Dividends on Escrow Securities 4.5 Exercise of Other Rights Attaching to Escrow Securities

  • Liability of Third Persons Dealing with Trustees No Person dealing with the Trustees shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the application of any payments made or property transferred to the Trust or upon its order.

  • Transactions with Shareholders and Affiliates No Borrower shall, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Credit Party; provided, however, that the Borrowers and the Restricted Subsidiaries may enter into or permit to exist any such transaction if the terms of such transaction are not, taken as a whole, less favorable in any material respect to such Borrower or that Restricted Subsidiary, as the case may be, than those that might be obtained at the time in a comparable arm’s length transaction from a Person who is not an Affiliate; provided, further, that the foregoing restrictions shall not apply to (a) (i) any transaction between Credit Parties and (ii) transactions between or among (x) Restricted Subsidiaries that are not Credit Parties and (y) Credit Parties and Restricted Subsidiaries that are not Credit Parties to the extent permitted under this Agreement; (b) transactions, arrangements, fees reimbursements and indemnities specifically and expressly permitted between or among such parties under this Agreement or any other Credit Document; (c) reasonable compensation arrangements for members of the board of directors (or similar governing body), officers and other employees of each Credit Party and its Restricted Subsidiaries entered into in the ordinary course of business; (d) Restricted Payments and Restricted Debt Payments permitted by Section 6.05(a) or (b), (e) Investments permitted by Section 6.07; (f) Permitted Stock Issuances; (g) the existence of, and the performance by any Credit Party of its obligations under the terms of, any Organizational Document or security holders agreement (including any purchase agreement related thereto) to which it is a party on the Closing Date and set forth on Schedule 6.12; (h) payments under the TCP Director Agreement; and (i) guarantees permitted by Section 6.01.

  • Trustee Dealings with Issuer The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Issuer and its Affiliates as if it were not the Trustee.

  • Trustee Dealings with Company The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

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  • Limitation on Transactions with Shareholders and Affiliates The Company will not, and will not permit any Restricted Subsidiary or Regulated Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any Affiliate of the Company or any Affiliates of any Restricted Subsidiary or Regulated Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary or Regulated Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm’s-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to: (1) transactions (A) approved by a majority of the disinterested members of the Board of Directors or (B) for which the Company, a Restricted Subsidiary or a Regulated Subsidiary delivers to the Trustee a written opinion of a nationally recognized investment banking, accounting, valuation or appraisal firm stating that the transaction is fair to the Company or such Restricted Subsidiary or Regulated Subsidiary from a financial point of view; (2) any transaction solely among the Company, its Wholly Owned Restricted Subsidiaries or its Wholly Owned Regulated Subsidiaries or any combination thereof; (3) the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and customary indemnification arrangements entered into by the Company; (4) any payments or other transactions pursuant to any tax-sharing agreement between the Company and any other Person with which the Company files a consolidated tax return or with which the Company is part of a consolidated group for tax purposes; (5) any sale of shares of Capital Stock (other than Disqualified Stock) of the Company; (6) the granting or performance of registration rights under a written agreement and approved by the Board of Directors of the Company, containing customary terms, taken as a whole; (7) loans to an Affiliate who is an officer, director or employee of the Company, a Restricted Subsidiary or a Regulated Subsidiary by a Regulated Subsidiary in the ordinary course of business in accordance with Sections 7 and 13(k) of the Exchange Act; (8) deposit, checking, banking and brokerage products and services typically offered to our customers on substantially the same terms and conditions as those offered to our customers, or in the case of a Bank Regulated Subsidiary, as otherwise permitted under Regulation O promulgated by the Board of Governors of under the Federal Reserve System; or (9) any Permitted Investments or any Restricted Payments not prohibited by Section 4.04. Notwithstanding the foregoing, any transaction or series of related transactions covered by the first paragraph of this Section 4.08 and not covered by clauses (2) through (6) of this paragraph, (a) the aggregate amount of which exceeds $15 million in value, must be approved or determined to be fair in the manner provided for in clause (l)(A) or (B) above and (b) the aggregate amount of which exceeds $25 million in value, must be determined to be fair in the manner provided for in clause (l)(B) above.

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