Share Transactions. None of the Borrowers or Affiliates of the Borrowers have created, granted, incurred, or permitted to exist, any Lien on any Shares owned by the Borrowers or such Affiliates, other than, with respect to the Collateral Shares, Permitted Liens. None of the Borrowers or Affiliates of the Borrowers is party to a Prohibited Transaction.
Share Transactions. Certificated Shares
(1) The Trust shall supply G.T. with a sufficient supply of certificates representing Shares, in the form approved from time to time by the Board of Trustees or officers of the Trust, and, from time to time, shall replenish such supply upon the request of G.T. Certificates shall be properly executed, manually or by facsimile signature, by the duly authorized officers of the Trust. Notwithstanding the death, resignation or removal of any officer of the Trust, such executed certificates bearing the manual or facsimile signature of such officer shall remain valid and may be issued to Shareholders until G.T. is otherwise directed.
(2) In the case of the loss or destruction of any certificate representing Shares, no new certificate shall be issued in lieu thereof, unless there shall first have been furnished an appropriate bond of indemnity issued by a surety company approved by G.T.
(3) Upon receipt of written instructions from a Shareholder or a Shareholder's Agent of uncertificated Shares for a certificate in the number of shares in the Shareholder's account, G.T. shall issue the requested certificate and deliver it to the Shareholder in accordance with the Shareholder's instructions.
(4) G.T. shall process all orders for the purchase, transfer, redemption and exchange of certificated Shares in the same fashion as it processes such orders for uncertificated Shares, as specified in subparagraph VI(A) of this Contract, provided that, as specified in the Prospectus, G.T. receives properly executed and completed certificates and stock power transfers or similar documents necessary to effectuate the contemplated transaction.
(5) Upon receipt of certificates, which shall be in proper form for transfer, together with Shareholder's instructions to hold such certificates for safekeeping, G.T. shall reduce such Shares to uncertificated status, while retaining the appropriate registration in the name of the Shareholder upon the transfer books.
Share Transactions. From the date hereof until the earlier to occur of (i) the IPO Repurchase Closing, (ii) the consummation of an IPO Sale, (iii) the termination of this Agreement and (iv) December 31, 2015, neither Seller shall, and each Seller shall cause its respective Subsidiaries not to, (1) directly or indirectly, including through one or a series of hedging or other derivative transactions, transfer, sell, assign, encumber or dispose of any Share that would result in the Sellers collectively owning fewer than 208,000,000 Shares, (2) with respect to at least 208,000,000 Shares, directly or indirectly permit the imposition of any Lien that would prevent the sale and delivery of all of such Shares free and clear of all Liens in the IPO Repurchase should such repurchase occur at any time, or (3) acquire any Share (other than pursuant to (x) any share dividends, share splits, reverse share splits, share consolidations or combinations and similar transactions or (y) any exercise after the Initial Repurchase Closing of any of Sellers’ or its Affiliates’ preemptive rights, if any, under the 2005 Shareholders Agreement, 2007 Shareholders Agreement, New Shareholders Agreement and any amendments to the foregoing, the Purchaser’s Organizational Documents, at any time, or under applicable Law; provided, that a change of control of Yahoo! shall not constitute a direct or indirect transfer, sale, assignment, encumbrance or disposal for purposes of the preceding clause (1).
Share Transactions. None of Borrowers or any Affiliates of Borrowers shall enter into (i) any financing transaction (other than the Transactions) secured by any Shares, (ii) any swap or hedge (including by means of a physically- or cash-settled derivative or otherwise) that is economically similar to a financing transaction secured by or referencing any Shares, (iii) any issuance of Indebtedness exchangeable into or with a payout referencing the Shares or (iv) any sale or other direct or indirect transfer of any Shares or economic exposure thereto (other than a transfer of Shares which are not Collateral Shares in accordance with the last sentence of Section 6.09), in the case of each of immediately preceding clauses (i), (ii), (iii) and (iv), other than a Permitted Transaction (any such prohibited Transaction described in immediately preceding clauses (i), (ii), (iii) or (iv), a “Prohibited Transaction”).
Share Transactions. During the Pre-Closing Period, except as otherwise contemplated by this Agreement, neither the Target, the Parent, nor any of their Subsidiaries or controlled Affiliates shall engage in any transactions involving the securities of SPAC (other than this Agreement and the Ancillary Agreements).
Share Transactions. None of Borrower or any of its Affiliates shall enter into (i) any financing transaction (other than the Transactions) secured by any Shares, (ii) any swap or hedge (including by means of a physically- or cash-settled derivative or otherwise) that is economically similar to a financing transaction secured by or referencing any Shares (iii) any issuance of Indebtedness exchangeable into or with a payout referencing the Shares or (iv) any sale or other direct or indirect transfer of any Shares or economic exposure thereto, in the case of each of immediately preceding clauses (i), (ii), (iii) and (iv), other than a Permitted Transaction (any such prohibited Transaction described in immediately preceding clauses (i), (ii), (iii) or (iv), a “Prohibited Transaction”).
Share Transactions. During the term of this Agreement, except as otherwise provided herein, the Stockholder will not (a) accept any tender or exchange offer for the Shares or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Shares, (b) acquire any shares of Common Stock or other securities of the Company (otherwise than (i) in connection with a transaction of the type described in 2.2 or (ii) as necessary for the Stockholder to maintain ownership of 80% of the outstanding Common Stock), (c) deposit the Shares into a voting trust, enter into a voting agreement or arrangement with respect to the Shares, or grant any proxy or power of attorney with respect to the Shares, except pursuant to this Agreement, (d) exercise any rights (including, without limitation, under Section 92A.380 of the NRS) to demand appraisal of any Shares which may arise with respect to the Merger, to the extent any such rights may exist under applicable law, or (e) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition, or direct or indirect sale, transfer, pledge, assignment, hypothecation or other disposition, of any interest in or the voting of any shares of Common Stock or any other securities of the Company.
Share Transactions. From the date hereof until the earlier to occur of (i) the IPO Repurchase Closing, (ii) the consummation of an IPO Sale, (iii) the termination of this Agreement and (iv) December 31, 2015, neither Seller shall, and each Seller shall cause its respective Subsidiaries not to, (1) directly or indirectly, including through one or a series of hedging or other derivative transactions, transfer, sell, assign, encumber or dispose of any Share that would result in the Sellers collectively owning fewer than 261,500,000 Shares (or, prior to the Initial Repurchase Closing, less than 784,500,000 Shares), (2) with respect to at least 261,500,000 Shares, directly or indirectly permit the imposition of any Lien that would prevent the sale and delivery of all of such Shares free and clear of all Liens in the IPO Repurchase should such repurchase occur at any time, or (3) acquire any Share (other than pursuant to (x) any share dividends, share splits, reverse share splits, share consolidations or combinations and similar transactions or (y) any exercise after the Initial Repurchase Closing of any of Sellers’ or its Affiliates’ preemptive rights, if any, under the 2005 Shareholders Agreement, 2007 Shareholders Agreement, New Shareholders Agreement and any amendments to the foregoing, the Purchaser’s Organizational Documents, at any time, or under applicable Law; provided, that a change of control of Yahoo! shall not constitute a direct or indirect transfer, sale, assignment, encumbrance or disposal for purposes of the preceding clause (1).
Share Transactions. (a) The purchase price for each of the outstanding Shares to be acquired from the Shareholders (other than Vinyl) shall be an amount, in cash, equal to the quotient of (i) the Aggregate Equity Price PLUS the aggregate exercise price for the Options, divided by (ii) the number of Shares outstanding as of the Closing on a fully-diluted basis (the "PER SHARE PURCHASE PRICE"). The purchase price for all of the outstanding Vinyl Shares shall be an amount in cash equal to the Per Share Purchase Price multiplied by the aggregate number of Shares held by Vinyl.
(b) On the basis of the representations, warranties, covenants and agreements and subject to the satisfaction or waiver of the terms and conditions set forth herein, each of the Shareholders (other than Vinyl) and H.I.G. Cayman agrees to and will consummate, at the Closing, the following transactions: (i) each Shareholder (other than Vinyl) shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from each Shareholder (other than Vinyl), all of the Shares held by such Shareholder set forth opposite such Shareholder's name on the attached SHAREHOLDERS SCHEDULE against payment at the Closing of the Closing Per Share Purchase Price (as defined in Section 1.06(a) below) for each Share and (ii) H.I.G. Cayman shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from H.I.G. Cayman, all of the Vinyl Shares held by H.I.G. Cayman against payment at the Closing of an amount equal to the Closing Per Share Purchase Price multiplied by the aggregate number of Shares held by Vinyl, it being understood that Buyer's payment obligations are as set forth in Sections 1.02, 1.05, 1.06 and 1.07(b)(i) and (ii).
Share Transactions. During the Pre-Closing Period, except as otherwise contemplated by this Agreement, none of the ZB Companies nor any of its Subsidiaries or Affiliates, directly or indirectly, shall engage in any transactions involving the securities of SPAC.
