Shareholder Registry Sample Clauses

Shareholder Registry. If an Investor provides the Company with a customary opinion of counsel, that shall be in form, substance and scope reasonably acceptable to the Company, to the effect that a Transfer of such Transaction Securities may be made without registration under the Securities Act and such sale or transfer is effected, the Company shall permit the Transfer and promptly record the Transfer on its shareholder registry or, if the Company has a transfer agent, instruct its transfer agent to enter the Transfer in book-entry or issue one or more certificates in such name and in such denominations as specified by such Investor.
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Shareholder Registry. The Company's Shareholder Registry shall contain, in the margin of the Share Registry (and in the certificates which represent the Shares, should they be issued), the following statement regarding the restrictions on the voting rights inherent to the Shares and on the transfer of the shares governed by this Agreement: "The Shares represented within (or certified by) this registry are subject to the terms of the Shareholder Agreement dated April 12, 1999 and to any later annexes or amendments thereto, an Agreement entered into by XXXX, NTT DoCoMo, IBERDROLA and ITOCHU. A copy of this Agreement was filed at the headquarters of the Company, in accordance with and for the purposes of the provisions of Article 118 of Law number 6404 of December 15, 1976, a law amended by Law number 9457 of May 5, 1997." Clause 7 - In order to adapt to the terms of sub-clause 10.4 of the Shareholder Agreement, the Parties agree to amend Clause 11 of the Shareholder Agreement by including the address of ITOCHU for the purposes of notification, as follows: . ITOCHU CORPORATION Osaka 541-77 0-0, Xxxxxxxxxxxx 0-xxxxx Xxxx-xx, Xxxxx Fax: (00) 0000-0000 Attn.: Mr. Xxxxxxx Xxxxxxxxx Copy for Xx. Xxxxx Xxxxxxx Saeki Saeki and Associated Attorneys Fax: (00) 000-0000 Clause 8 - By virtue of this document, IBERDROLA, ITOCHU and NTT DoCoMo hereafter express their full agreement with the conveyance by XXXX to TELEFONICA MOVILES, S.A., a company which forms part of the Telefonica Group, of all or some of the Shares to which it possesses title, a conveyance which may be made effective at any time, at the convenience of XXXX and TELEFONICA MOVILES, it therefore sufficing with regard to the Company and with regard to IBERDROLA, ITOCHU and NTT DoCoMo, to place this conveyance on record in the record books of the Company. From this moment forward, it is hereby stated that the conveyance of Shares mentioned herein must be performed in accordance with the provisions of Clause 10.4 of the Shareholder Agreement now amended and that the compliance of TELEFONICA MOVILES with the terms of the Shareholder Agreement through a statement by it in writing is a condition for the acceptance, by the remaining Shareholders, of the validity and effectiveness of the conveyance of shares provided for in this clause. "SHAREHOLDERS AGREEMENT OF
Sample 1
Shareholder Registry. The Company's Shareholder Registry shall contain, in the margin of the Share Registry (and in the certificates which represent the Shares, should they be issued), the following statement regarding the restrictions on the voting rights inherent to the Shares and on the transfer of the shares governed by this Agreement: "The Shares represented within (or certified by) this registry are subject to the terms of the Shareholder Agreement dated April 12, 1999 and to any later annexes or amendments thereto, an Agreement entered into by XXXX, NTT DoCoMo, IBERDROLA and ITOCHU. A copy of this Agreement was filed at the headquarters of the Company, in accordance with and for the purposes of the provisions of Article 118 of Law number 6404 of December 15, 1976, a law amended by Law number 9457 of May 5, 1997."
Sample 1
Shareholder Registry. A copy of the Company’s updated registry of shareholders of the Company reflecting the Transfer of the Purchased Shares to Purchaser to be attached hereto as Exhibit B.
Sample 1

Related to Shareholder Registry

  • WARRANTHOLDER REGISTRY The Company shall maintain a registry showing the name and address of the registered holder of this Agreement. Warrantholder’s initial address, for purposes of such registry, is set forth below Warrantholder’s signature on this Agreement. Warrantholder may change such address by giving written notice of such changed address to the Company.

  • Shareholder List The most recent confirmed shareholder list (dated April 28, 2023) should be delivered to the purchaser.

  • Voter Registration When designated by the Secretary of State, the Contractor agrees to become a voter registration agency as defined by 17 V.S.A. §2103 (41), and to comply with the requirements of state and federal law pertaining to such agencies.

  • Beneficial Owner; Registered Holder Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner” thereof; provided, that all such beneficial interests shall be held through a Participant which shall be the registered holder of such Warrants. As used herein, the term “Holder” refers only to a registered holder of the Warrants.

  • Company Shareholders Meeting (a) The Company shall take all action necessary under all applicable Legal Requirements to call, give notice of, convene and hold a meeting of the holders of Company Common Stock to consider, act upon and vote upon the approval of this Agreement and of the Merger (the "Company Shareholders' Meeting"). The Company Shareholders' Meeting will be held as promptly as practicable and in any event within 45 days after the Form S-4 Registration Statement is declared effective under the Securities Act. The Company shall ensure that the Company Shareholders' Meeting is called, noticed, convened, held and conducted, and that all proxies solicited in connection with the Company Shareholders' Meeting are solicited, in compliance with all applicable Legal Requirements. The Company's obligation to call, give notice of, convene and hold the Company Shareholders' Meeting in accordance with this Section 5.2(a) shall not be limited or otherwise affected by the withdrawal, amendment or modification of the recommendation of the board of directors of the Company with respect to the Merger, except as is required by applicable law. (b) Subject to Section 5.2(c): (i) the board of directors of the Company shall unanimously recommend that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; (ii) the Joint Proxy Statement shall include a statement to the effect that the board of directors of the Company has unanimously recommended that the Company's shareholders vote in favor of and approve this Agreement and the Merger at the Company Shareholders' Meeting; and (iii) neither the board of directors of the Company nor any committee thereof shall withdraw, amend or modify, or propose or resolve to withdraw, amend or modify, in a manner adverse to Parent, the unanimous recommendation of the board of directors of the Company that the Company's shareholders vote in favor of and approve this Agreement and the Merger. For purposes of this Agreement, said recommendation of the board of directors of the Company shall be deemed to have been modified in a manner adverse to Parent if said recommendation shall no longer be unanimous. (c) Nothing in Section 5.2(b) shall prevent the board of directors of the Company from withdrawing, amending or modifying its unanimous recommendation in favor of the Merger at any time prior to the approval of this Agreement by the Required Company Shareholder Vote if (i) a Superior Offer is made to the Company and is not withdrawn, (ii) neither the Company nor any of its Representatives shall have violated any of the restrictions set forth in Section 4.4, and (iii) the board of directors of the Company concludes in good faith, after consultation with its outside counsel, including discussion of applicable legal standards

  • Register of Shares and Share Certificates A register shall be kept at the principal office of the Trust or an office of one or more transfer agents which shall contain the names and addresses of the Shareholders of each Series and Class, the number of Shares of that Series and Class thereof held by them respectively and a record of all transfers thereof. As to Shares for which no certificate has been issued, such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or other distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or other distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address to the transfer agent or such other officer or agent of the Trust as shall keep the said register for entry thereon. The Trustees shall have no obligation to, but in their discretion may, authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use. If one or more share certificates are issued, whether in the name of a Shareholder or a nominee, such certificate or certificates shall constitute evidence of ownership of the Shares evidenced thereby for all purposes, including transfer, assignment or sale of such Shares, subject to such limitations as the Trustees may, in their discretion, prescribe.

  • Shareholder Rights Plans If the Company has a shareholder rights plan in effect upon conversion of the Notes, each share of Common Stock, if any, issued upon such conversion shall be entitled to receive the appropriate number of rights, if any, and the certificates representing the Common Stock issued upon such conversion shall bear such legends, if any, in each case as may be provided by the terms of any such shareholder rights plan, as the same may be amended from time to time. However, if, prior to any conversion of Notes, the rights have separated from the shares of Common Stock in accordance with the provisions of the applicable shareholder rights plan, the Conversion Rate shall be adjusted at the time of separation as if the Company distributed to all or substantially all holders of the Common Stock Distributed Property as provided in Section 14.05(c), subject to readjustment in the event of the expiration, termination or redemption of such rights.

  • Shareholder Rights With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

  • Shareholder Rights Plan No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and the Purchasers.

  • Exchange and Registry of Warrant This Warrant is exchangeable, upon the surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like tenor and representing the right to purchase the same aggregate number of Shares. The Company shall maintain a registry showing the name and address of the Warrantholder as the registered holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance with its terms, at the office of the Company, and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

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