No Registration of Transfer Unless Transferee is Bound Sample Clauses

No Registration of Transfer Unless Transferee is Bound. If, pursuant to any provision of this Agreement, a Shareholder Transfers any of such Shareholder's Shares to any other Person, no Transfer of such Shares shall be made nor shall be effective and no application shall be made to the Corporation or to the Corporation's transfer agent to register the Transfer, and the Corporation shall not register any such Transfer, on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 4.03, 4.04 or 4.05, the documentation referred to in those sections has been delivered, and, in the case of any other Transfer, the proposed Transferee and the Person, if any who Controls such Transferee become subject to all of the obligations of the transferor under this Agreement (in which case the proposed Transferee shall become entitled to exercise all the rights of the transferor under this Agreement) and agree to be bound by all of the provisions hereof as if they were original signatories hereto pursuant to an agreement in writing, in form and substance satisfactory to the other Parties then bound by this Agreement acting reasonably. The foregoing does not apply to a Transfer of Shares by a Shareholder and his Related Shareholders to another Shareholder pursuant to Article Six.
Sample 1Sample 2
AutoNDA by SimpleDocs
No Registration of Transfer Unless Transferee is Bound. If, pursuant to any provision of this Agreement, a Shareholder (a “Transferor”) Transfers any of such Shareholder’s Shares to any other Person (a “Transferee”), (a) no Transfer of such Shares shall be made nor shall it be effective, (b) no application shall be made to the Corporation to register the Transfer, and (c) the Corporation shall not register any such Transfer on the securities register of the Corporation, until the proposed Transferee and the Person, if any, who Controls, directly or indirectly, such Transferee, executes and delivers a Participation Agreement in which it agrees to be bound by all of the terms of this Agreement as if it were an original signatory hereto. The foregoing does not apply to a Transfer of Shares by a Shareholder to another Shareholder, or a subscription for additional Shares by an existing Shareholder, pursuant to Article 4.
Sample 1
No Registration of Transfer Unless Transferee is Bound. Each of the Shareholders and General Partner agrees that no Transfers of any Common Shares are permitted by any Shareholder, except in accordance with the provisions of this Agreement and such other Shareholder Documents to which the party wishing to Transfer such Shares is a party. Subject to the provisions of any applicable Shareholder Documents, if a Shareholder Transfers any of such Shareholder’s Common Shares to any other Person, no Transfer of such Common Shares will be made nor will such Transfer be effective and no application will be made to General Partner or to General Partner’s transfer agent to register the Transfer, and General Partner will not register any such Transfer on the securities register of General Partner until the provisions of Section 3.2 are complied with and, in addition, the proposed transferee becomes subject to all of the obligations of the transferor under this Agreement (in which case the proposed transferee will become entitled to exercise all the rights of the transferor under this Agreement other than the rights of CanWest and the Fund under Subsections 2.1(a), 2.1(c), 2.1(f) and 2.1(g) and Section 2.2, except that a transferee that is an Affiliate of CanWest will become entitled to exercise all of such rights for so long as it remains an Affiliate of CanWest) and agree to be bound by all of the provisions hereof as if the proposed transferee was an original signatory hereto. The foregoing does not apply to a Transfer of Shares by a Shareholder to another Shareholder. Any other purported Transfer of Shares will be void ab initio.
Sample 1
No Registration of Transfer Unless Transferee is Bound. Subject to Section 5.2 with respect to certain Transfers by GMCR, if GMCR Transfers any Share to any other Person in accordance with this Agreement, no Transfer will be made effective, no application will be made to the Corporation to register the Transfer, and the Corporation will not register that Transfer on its securities register until the proposed Transferee and the Person, if any, who controls the proposed Transferee (i) becomes subject to all of the obligations of the Transferor under this Agreement and the Voting Agreement and (ii) agrees to be bound by this Agreement and the Voting Agreement as if the proposed Transferee were a signatory to this Agreement and the Voting Agreement in writing, by executing a counterpart signature page to this Agreement and the Voting Agreement. The above does not apply to a Transfer of Shares from one Shareholder to another Shareholder.
Sample 1
No Registration of Transfer Unless Transferee is Bound. If pursuant to any provision of this Agreement a Shareholder or a Permitted Transferee of such Shareholder Transfers any Shares held by such Shareholder or Permitted Transferee to any other Person, no Transfer of such Shares shall be made nor shall be effective and no application shall be made to the Corporation to register the Transfer, and the Corporation shall not register any such Transfer, on the securities register of the Corporation until, in the case of a Transfer contemplated by Sections 5.2 through 5.5, the documentation referred to in the relevant Section has been delivered, and, in the case of any other Transfer, the proposed transferee and the Person, if any, who Controls such transferee become subject to all of the obligations of the transferor under this Agreement and agree to be bound by all of the provisions hereof as if they were original signatories hereto pursuant to an agreement in writing, in form and substance satisfactory to the other Parties then bound by this Agreement, acting reasonably.
Sample 1
No Registration of Transfer Unless Transferee is Bound. If, under any provision of this Agreement, a Shareholder Transfers any of that Shareholder’s Shares to any other Person, no Transfer of those Shares shall be made or be effective, and no application shall be made to the Corporation or the Corporation’s transfer agent to register the Transfer, and the Corporation shall not register any Transfer, on the securities registers of the Corporation until: the proposed transferee becomes subject to all of the obligations of a Shareholder under this Agreement (in which case the proposed holder of Shares becomes entitled to exercise all of the rights of a Shareholder under this Agreement) and agrees to be bound by all of the provisions of this Agreement as if it was an original signatory to this Agreement by signing an acknowledgement in the form of Schedule B or in another form as may be agreed by the Corporation; and if the proposed transferee is a Holding Company, (i) its Principal becomes subject to all the obligations of a Principal under this Agreement and agrees to be bound by all the provisions of this Agreement as if it were an original signatory to this Agreement by signing an acknowledgement in the form of Schedule B or in another form as may be agreed by the Corporation, and (ii) all direct and indirect shareholders of the Holding Company enter into such additional agreements with the Corporation, Shareholders and Principals as the Board of Directors may reasonably require. If a proposed transferee is acquiring all the Shares then held by the transferor, the transferee, on executing that agreement in writing to be bound by this Agreement, will be entitled to exercise, in addition to the rights of a Shareholder under this Agreement, all specific rights of the transferor under this Agreement.
Sample 1

Related to No Registration of Transfer Unless Transferee is Bound

  • Exchange and Registration of Transfer of Notes Depositary 17 Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes 19 Section 2.07. Temporary Notes 20 Section 2.08. Cancellation of Notes Paid, Converted, Etc 21 Section 2.09. CUSIP Numbers 21 Section 2.10. Additional Notes; Repurchases 21 ARTICLE 3

  • Exchange and Registration of Transfer of Securities Securities of any series may be exchanged for a like aggregate principal amount of Securities of other authorized denominations of such series. Securities to be exchanged shall be surrendered at the office or agency to be designated and maintained by the Company for such purpose in the City of Chicago or the Borough of Manhattan, The City of New York, in accordance with the provisions of Section 4.02, and the Company shall execute and register and the Trustee shall authenticate and deliver in exchange therefor the Security or Securities which the Holder making the exchange shall be entitled to receive. The Company (or its designated agent (the “Security Registrar”)) shall keep, at such office or agency, a Security Register (the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall register Securities and shall register the transfer of Securities as in this Article Two provided. The Security Register shall be in written form or in any other form capable of being converted into written form within a reasonable time. At all reasonable times the Security Register shall be open for inspection by the Trustee. Upon due presentment for registration of transfer of any Security of a particular series at such office or agency, the Company shall execute and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the Guarantor shall execute and the Company or the Security Registrar shall register and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Security or Securities of such series for an equal aggregate principal amount and stated maturity. All Securities presented for registration of transfer or for exchange, redemption, repurchase or repayment, as the case may be, shall (if so required by the Company or the Trustee) be duly endorsed by, or be accompanied by a written instrument or instruments of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder or his attorney duly authorized in writing. All Securities and, with respect to any series of Securities to which the provisions of Article Fifteen shall apply, the notation of Guarantee thereof issued upon any registration of transfer or exchange of Securities shall be the valid obligation of the Company and, with respect to any Guarantee, the Guarantor, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. No service charge shall be made for any exchange or registration of transfer of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. The Company shall not be required to issue, exchange or register a transfer of (a) any Securities of any series for a period of fifteen (15) days next preceding any selection of such Securities of such series to be redeemed, repurchased, or repaid, or (b) any Security of any such series selected for redemption, repayment or repurchase in whole or in part except, in the case of any such series to be redeemed, repurchased or repaid in part, the portion thereof not to be so redeemed, repurchased or repaid.

  • Registration of Transfer of Receipts Subject to the terms and conditions of this Deposit Agreement, the Depositary shall register on its books from time to time transfers of Receipts upon any surrender thereof by the holder in person or by a duly authorized attorney, properly endorsed or accompanied by a properly executed instrument of transfer. Thereupon, the Depositary shall execute a new Receipt or Receipts evidencing the same aggregate number of Depositary Shares as those evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or Receipts to or upon the order of the person entitled thereto.

  • Exchange and Registration of Transfer (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants of the same class or may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and upon satisfaction of the terms and provisions hereof, the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive.

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • No Certificate; Registration; Registration of Transfer; Change of Address (a) The CVRs shall not be evidenced by a certificate or other instrument.

  • Registration of Certificates; Registration of Transfer and Exchange of Certificates (a) The Certificate Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 3.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as provided herein. BNY Mellon Trust of Delaware shall be the initial Certificate Registrar. Upon any resignation of a Certificate Registrar, the Owner Trustee shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Certificate Registrar. The entries in the Certificate Register shall be conclusive absent manifest error, and the Trust and Owner Trustee shall treat each Person whose name is recorded in the Certificate Register pursuant to the terms hereof as a Certificateholder hereunder for all purposes of this Trust Agreement. This Section 3.4 shall be construed so that the Certificates under this Trust Agreement are at all times maintained in “registered form” within the meaning of Section 5f.103-1(c) of the United States Treasury Regulations. The Certificate Registrar shall record (a) the Percentage Interest in all of the assets of and the right to distributions from the Trust evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Trust’s assets.

Time is Money Join Law Insider Premium to draft better contracts faster.