Procedures for Certain Transfers Sample Clauses

Procedures for Certain Transfers. (a) The holder of each certificate representing Restricted Securities, by acceptance thereof, agrees to comply in all respects with the provisions of this Article 3.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Procedures for Certain Transfers. Each certificate evidencing Legended Securities shall bear the restrictive legend set forth in Section 3.2 above, except that the legend and the stock transfer instructions and record notations with respect to such Legended Securities shall be removed upon the earlier to occur of (x) a transfer in accordance with the provisions of this Article 3 that does not require the transferee to be bound by this Agreement, and (y) expiration of the restrictions on transfer set forth in Section 3.1.
Sample 1Sample 2
Procedures for Certain Transfers. Prior to any proposed transfer of any Conversion Shares pursuant to Section.3.1.6, the Purchaser shall provide written notice to the Company of the Purchaser's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and, an explanation of how the transfer complies with any restrictive legends on the certificates evidencing such Conversion Shares.
Sample 1
Procedures for Certain Transfers. At any time prior to the second anniversary of the date hereof, immediately prior to any proposed private sale (or series of related sales) of more than 50% of the Registrable Securities, Novartis or GTI, as applicable, shall give oral notice to the Company of its intention to effect such sale.
Sample 1
Procedures for Certain Transfers. (a) Prior to any proposed transfer of any Securities pursuant to Sections 3.1(b) and 3.1(e)(i) hereof, Cabletron shall give written notice to Efficient of Cabletron's intention to effect such transfer. Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be accompanied by either: (i) a written opinion of legal counsel (including in-house counsel), who shall be reasonably satisfactory to Efficient, addressed to Efficient and reasonably satisfactory in form and substance to Efficient's counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by Cabletron (together with all supplements or amendments thereto), which shall have been provided to Efficient at or prior to the time of first delivery to the SEC's staff, to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon Cabletron shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Cabletron to Efficient.
Sample 1
Procedures for Certain Transfers. 4 2.3 COVENANT REGARDING EXCHANGE ACT FILINGS........................5
Sample 1
Procedures for Certain Transfers. (a) In connection with any transfer of any Securities pursuant to Sections 3.1(a), (b) or (c) hereof, Parent shall provide the Purchaser with evidence reasonably satisfactory to Purchaser and its counsel that the transaction may be effected without registration under the Securities Act, which may include: (i) a written opinion of legal counsel (including in-house counsel), who shall be reasonably satisfactory to Purchaser, addressed to Purchaser and reasonably satisfactory in form and substance to Purchaser's counsel, to the effect that the proposed transfer of the Securities may be effected without registration under the Securities Act; or (ii) a "no action" letter from the SEC and a copy of any request by Parent (together with all supplements or amendments thereto), which shall have been provided to Purchaser at or prior to the time of first delivery to the SEC's staff, to the effect that the transfer of such Securities without registration will not result in a recommendation by the staff of the SEC that action be taken with respect thereto, whereupon Parent shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by Parent to Purchaser.
Sample 1
AutoNDA by SimpleDocs

Related to Procedures for Certain Transfers

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • Certain Transfers Void Any purported Transfer of shares of Common Stock or Restricted Shares in breach of any provision of this Agreement shall be void and ineffectual, and shall not operate to Transfer any interest or title in the purported transferee.

  • Certain Transfers and Exchanges Notwithstanding any other provision of this Indenture, transfers and exchanges of Securities and beneficial interests in a Global Security shall be made only in accordance with this Section 3.6(b).

  • Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in Event

  • Transfers and Exchanges Certain Transfer Restrictions (A) Provisions Applicable to All Transfers and Exchanges.

  • Exclusion of Certain Transactions (i) If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

  • Effect of Certain Transactions Subject to Section 9, in the event of (a) the liquidation or dissolution of the Company or (b) a merger or consolidation of the Company (a “Transaction”), the Option shall continue in effect in accordance with its terms, except that following the Transaction either (i) each outstanding Option shall be treated as provided for in the plan of liquidation or dissolution adopted, or the agreement entered into, in connection with the Transaction or (ii) if not so provided in such plan or agreement, the Optionee shall be entitled to receive in respect of each share of Common Stock subject to the Option, upon exercise of the Option, the same number and kind of stock, securities, cash, property or other consideration that each holder of a share of Common Stock was entitled to receive in the Transaction in respect of a share of Common Stock; provided, however, that such stock, securities, cash, property, or other consideration shall remain subject to all of the conditions, restrictions and performance criteria which were applicable to the Option prior to such Transaction.

  • International Data Transfers The Company and the Stock Plan Administrator are based in the United States. The International Participant should note that the International Participant’s country of residence may have enacted data privacy laws that are different from the United States. The Company’s legal basis for the transfer of the International Participant’s personal data to the United States is the International Participant’s consent.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!