Transfer and Conversion Sample Clauses

Transfer and Conversion. Subject to Section 2.13 hereof,
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Transfer and Conversion. 16 Section 2.08. Replacement Securities.................................... 17 Section 2.09. Outstanding Securities; Determinations of Holders' Action.................................................... 18 Section 2.10. Temporary Securities...................................... 18 Section 2.11. Cancellation.............................................. 19 Section 2.12. Persons Deemed Owners..................................... 19 Section 2.13. Legend; Additional Transfer and Exchange Requirements..... 19 Section 2.14. CUSIP Numbers............................................. 26 Section 2.15. Additional Interest Under Registration Rights Agreements................................................ 26
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Transfer and Conversion. The process of successfully transferring the existing DCCSES application software, to include the UniVerse Database Management software that is year 2000 compliant, to the new equipment at the Facility Management site, and testing the complete system to ensure DCCSES runs correctly and meets all performance standards on the new equipment.
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Transfer and Conversion. Section 5.1. Tag-Along Rights; Drag-Along Rights........................27 Section 5.2. Restrictions on Transfer...................................28 Section 5.3. Restrictions on Conversion.................................29 ARTICLE VI RESTRICTIONS ON DIVIDENDS AND SHARE REPURCHASES ARTICLE VII EFFECTIVENESS AND TERMINATION Section 7.1. Effectiveness..............................................30 Section 7.2. Termination................................................30 ARTICLE VIII MISCELLANEOUS Section 8.1. Injunctive Relief..........................................31 Section 8.2. Successors and Assigns.....................................31 Section 8.3. Amendments; Waiver.........................................31 Section 8.4. Notices....................................................32 Section 8.5. Applicable Law.............................................33 Section 8.6. Headings...................................................33 Section 8.7. Integration................................................34 Section 8.8. Severability...............................................34 Section 8.9. Consent to Jurisdiction....................................34 Section 8.10. Counterparts...............................................34 -ii- SHAREHOLDERS AGREEMENT, dated as of November 20, 2001 (this "AGREEMENT"), by and among ARCH Capital Group Ltd., a company registered under the laws of Bermuda (the "COMPANY"), WARBURG PINCUS (BERMUDA) PRIVATE EQUITY VIII, L.P., a limited partnership organized under the laws of Bermuda, WARBURG PINCUS (BERMUDA) INTERNATIONAL PARTNERS, L.P., a limited partnership organized under the laws of Bermuda, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS I, C.V., an entity organized under the laws of the Netherlands, WARBURG PINCUS NETHERLANDS INTERNATIONAL PARTNERS II, C.V., an entity organized under the laws of the Netherlands (each, a "WARBURG PURCHASER," and collectively, "WARBURG"), HFCP IV (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS IV-A (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, H&F INTERNATIONAL PARTNERS IV-B (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda, and H&F EXECUTIVE FUND IV (BERMUDA), L.P., a limited partnership organized under the laws of Bermuda (each, a "H&F PURCHASER," and collectively, "H&F," and together with Warburg and such other Persons that are, or may hereafter become, parties hereto (...
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Transfer and Conversion. Subject to obtaining Revett’s consent to assignment of the Royalty Conversion Right, the Shares and rights associated therewith are fully transferable in compliance with the Securities Act. The Shares constitute all of the common stock of Revett necessary to be surrendered in exchange for the Rock Creek Royalty pursuant to the Royalty Conversion Right. As of the Closing Date, (a) the period during which the Shares may be converted into the Rock Creek Royalty pursuant to the Royalty Conversion Right shall not have been terminated, shortened or abbreviated, or be subject to termination, shortening or abbreviation, for any reason whatsoever except as might be provided in the Revett Agreement; (b) Sellers shall not have converted any of the Shares into the Rock Creek Royalty, notified Revett of any election or intent to so convert all or any of the Shares, or otherwise taken any action allowing Revett to cause all or any of the Shares to be so converted without the advance written consent of Buyer; (c) the total amount payable pursuant to the Rock Creek Royalty shall not have been reduced, or become subject to reduction; and (d) Sellers shall not have impaired or otherwise adversely affected in any way whatsoever the ability of Buyer to convert the Shares into the Rock Creek Royalty, whether through breach of the Revett Agreement or otherwise.
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Transfer and Conversion. The parties agree to enter into the Conversion Memorandum of Understanding as promptly as practicable after the Brokerage Closing providing for conversion to occur no later than May 20, 2003. The Conversion Memorandum of Understanding provides, among other things, for the transfer and conversion of the Transferred Accounts. Each of Company and Buyer shall act in good faith to ensure that the conversion of the Transferred Accounts occurs pursuant to the terms set forth in the Conversion Memorandum of Understanding in a manner consistent with that agreement, subject to any modification of such procedures as may be mutually agreed from time to time by either party (the "Conversion").
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Transfer and Conversion. Shares of Series C Preferred Stock may be converted into shares of Class A Common Stock, on the terms and conditions set forth in this Section 6.
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Related to Transfer and Conversion

  • Ownership Transfer and Substitution of Warrants The Company may treat the Person in whose name this Warrant is registered on the register kept at the principal executive office of the Company as the owner and Holder thereof for all purposes, notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may (but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice to the contrary. Subject to Section 3, a Warrant, if properly assigned, may be exercised by a new Holder without first having a new Warrant issued.

  • Transfer of Warrants Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

  • Exchange and Transfer of Warrant (a) This Warrant may be transferred, in whole or in part, without restriction, subject to (i) Holder’s compliance with applicable securities laws (including, without limitation, the delivery of investment representation letters and legal opinions in legally sufficient and customary form), and (ii) the transferee holder of the new Warrant assuming in writing the obligations of the Holder and making the representations and warranties set forth in this Warrant. Notwithstanding and without the necessity of delivering an opinion of counsel, Holder may at any time transfer this Warrant in whole or in part to any affiliate. By its acceptance of this Warrant, each such affiliate transferee will be deemed to have made to the Company each of the representations and warranties set forth in Section 7 hereof and agrees to be bound by all of the terms and conditions of this Warrant as if the original Holder hereof. A transfer may be registered with the Company by submission to it of this Warrant, together with the Assignment Form attached hereto as Exhibit B duly completed and executed. After the Company’s receipt of this Warrant and the Assignment Form so completed and executed, the Company will issue and deliver to the transferee a new warrant (representing the portion of this Warrant so transferred) at the same Exchange Price per share and otherwise having the same terms and provisions as this Warrant, which the Company will register in the new holder’s name. In the event of a partial transfer of this Warrant, the Company shall concurrently issue and deliver to the transferring holder a new warrant that entitles the transferring holder to purchase the balance of this Warrant not so transferred and that otherwise is upon the same terms and conditions as this Warrant. Upon the due delivery of this Warrant for transfer, the transferee holder shall be deemed for all purposes to have become the holder of the new warrant issued for the portion of this Warrant so transferred, effective immediately prior to the close of business on the date of such delivery, irrespective of the date of actual delivery of the new warrant representing the portion of this Warrant so transferred. Notwithstanding any contrary provision herein, at all times prior to the IPO, Holder may not, without the Company’s prior written consent, transfer this Warrant or any portion hereof, or any shares issued upon any exercise hereof to any person or entity who directly competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.

  • FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS SECTION 2.01 FORM AND TRANSFERABILITY OF RECEIPTS. SECTION 2.02 DEPOSIT OF SHARES.

  • Denominations, Transfer and Exchange The Securities of this series are issuable only in registered form without coupons in denominations of $2,000 and in integral multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of like tenor of a different authorized denomination, as requested by the Holder surrendering the same. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the Registrar accompanied by a written request for transfer in form satisfactory to the Company and the Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Persons Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

  • Transfer and Ownership of Warrants (1) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificates representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” attached hereto and (b) in the case of Book Entry Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system, and (c) upon compliance with:

  • Transfer of Warrant If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

  • Register Transfer Agent Instructions The Company shall maintain at its principal executive offices (or such other office or agency of the company as it may designate by notice to each holder of securities), a register for the Membership Interests and the Warrants, in which the Company shall record the name and address of the person in whose name the Membership Interests and the Warrants have been issued (including the name and address of each transferee), the number of Membership Interests held by such person, the number of Warrant Interests issuable upon exercise of the Warrants held by such person and the number of Membership Interests held by such person. The Company shall keep the register open and available at all times during normal business hours for inspection of any Buyer or its legal representatives.

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Registration, Transfer and Exchange of Certificates (a) The Trustee shall keep or cause to be kept at the Corporate Trust Office books (the "Certificate Register") for the registration, transfer and exchange of Certificates (the Trustee, in such capacity, being the "Certificate Registrar"). The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Trustee, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the applicable requirements of this Section 5.02. Upon request of the Trustee, the Certificate Registrar shall provide the Trustee with the names, addresses and Percentage Interests of the Holders.

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