Forced Transfer of Class B Common Stock Sample Clauses

Forced Transfer of Class B Common Stock. Parent shall have the right (the “Class B Call Right”), but not the obligation, to acquire from the Investor Stockholder, at any time, all (but not less than all) of such Investor Stockholder’s shares of Class B Common Stock, and the Investor Stockholder shall have the obligation, upon Parent’s exercise of such right, to transfer to Parent, all of such Investor Stockholder’s shares of Class B Common Stock, at a price per share of Class B Common Stock equal to the Class B Common Stock Purchase Price (as defined in Section 2.2); provided that, so long as CPPIB (as defined in the Parent Stockholders Agreement) is a stockholder of Parent, the prior written consent of CPPIB shall be required prior to any exercise of the Class B Call Right by Parent (other than any such exercise after commencement of foreclosure or exercise of other remedies with respect to the equity interests of Parent by a secured party (or any agent, trustee or other representative on behalf thereof)) pursuant to this Section 2.1. If Parent desires to acquire shares of Class B Common Stock from the Investor Stockholder pursuant to this Section 2.1, it shall notify the Investor Stockholder thereof in writing; provided that such notice may be revocable or conditional or both. The closing of the purchase of such shares of Class B Common Stock from the Investor Stockholder shall take place at the offices of the Investor Stockholder on such date as Parent and the Investor Stockholder shall mutually agree. Payment for any shares of Class B Common Stock acquired by Parent pursuant to this Section 2.1 shall be made on the date of closing. Parent shall receive representations and warranties from the Investor Stockholder that such Investor Stockholder has good and marketable title to such shares to be transferred, free and clear of all liens, claims and other encumbrances incurred by the Investor Stockholder, other than those created pursuant to any financing agreement to which Parent or the Company is party, and no other representations and warranties.
Sample 1
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Forced Transfer of Class B Common Stock. DPCE shall have the right but not the obligation to acquire from the Investor Stockholder, at any time, all (but not less than all) of such Investor Stockholder’s shares of Class B Common Stock, and the Investor Stockholder shall have the obligation, upon DPCE’s exercise of such right, to transfer to DPCE, all of such Investor Stockholder’s shares of Class B Common Stock at a price per share of Class B Common Stock equal to the Class B Common Stock Purchase Price. If DPCE desires to acquire shares of Class B Common Stock from the Investor Stockholder pursuant to this Section 2.2, it shall notify the Investor Stockholder thereof in writing; provided that such notice may be revocable or conditional or both. Payment for any shares of Class B Common Stock acquired by DPCE pursuant to this Section 2.2 shall be made on the date that is specified in DPCE’s notice with respect to such shares pursuant to this Section 2.2. DPCE shall receive customary representations and warranties from the Investor Stockholder regarding the shares of Class B Common Stock that are the subject of this Section 2.2, including, but not limited to, a representation and warranty that such Investor Stockholder has good and marketable title to such shares to be transferred, free and clear of all liens, claims and other encumbrances, other than those created pursuant to the Guarantee and Collateral Agreement.
Sample 1

Related to Forced Transfer of Class B Common Stock

  • 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.

  • Class B Common Stock 2 Closing........................................................................5

  • ATTRIBUTION OF CLASS C SHARES Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • 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.

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