Transfer and Ownership Sample Clauses

Transfer and Ownership. By this Agreement and the simultaneous exchange of the Seller Certificates by Seller for payment in full of the Purchase Price by Purchaser at the Closing, Seller hereby irrevocably grants, bargains, sells and conveys to Purchaser, and Purchaser accepts, all legal, equitable and beneficial ownership, and right, title and interest in and to the Purchased Shares. Seller shall retain all legal, equitable and beneficial ownership, and right, title and interest in and to all Shares owned by Seller (including the “Excess Shares,” as hereinafter defined, and any other Shares of Common Stock owned or hereafter acquired by Seller) other than the Purchased Shares.
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Transfer and Ownership. The GDRs are in registered form, each corresponding to [•] Shares. Title to the GDRs passes by registration in the Register and accordingly, transfer of title to a GDR is effective only upon such registration. The Depositary will refuse to accept for transfer any GDRs if it reasonable believes that such transfer would result in violation of any applicable laws. The Holder of any GDR will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder. Interests in Rule 144A GDRs corresponding to the Master Rule 144A GDR may be transferred to a person whose interest in such Rule 144A GDRs is subsequently represented by the Master Regulation S GDR only upon receipt by the Depositary of written certifications (in the forms provided in the Deposit Agreement) from the transferor and the transferee to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"). Prior to expiration of the Distribution Compliance Period, no owner of Regulation S GDRs may transfer Regulation S GDRs or Shares represented thereby except in accordance with Rule 903 or Rule 904 of Regulation S under the U.S. Securities Act or to, or for the account of, a qualified institutional buyer as defined in Rule 144A under the U.S. Securities Act (each a "QIB") in a transaction meeting the requirements of such Rule 144A. There shall be no transfer of Regulation S GDRs by an owner thereof to a QIB except as aforesaid and unless such owner (i) withdraws Regulation S Shares from the Regulation S Facility in accordance with Clause 3.5 of the Deposit Agreement and (ii) instructs the Depositary to deliver the Shares so withdrawn to the account of the Custodian to be deposited into the Rule 144A Facility for issuance thereunder of Rule 144A GDRs to, or for the account of, such QIB. Issuance of such Rule 144A GDRs shall be subject to the terms and conditions of the Deposit Agreement, including, with respect to the deposit of Shares and the issuance of Rule 144A GDRs, delivery of the duly executed and completed written certificate and ...
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Transfer and Ownership. The Preferred Shares represented by the Depositary Shares that are evidenced by this Depositary Receipt are subject to restrictions on transfer and ownership for the purpose of the Corporation’s maintenance of its status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, the Depositary Shares are subject to these restrictions on transfer and ownership based on the value of Preferred Shares represented by such Depositary Shares. Except as otherwise provided by the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), no Person may Acquire Beneficial Ownership of shares of capital stock in excess of 9.225% (or such greater percentage as may be determined by the Board of Directors of the Corporation) in value of the outstanding capital stock of the Corporation (unless such Person is an Existing Holder). Separate restrictions regarding Existing Holders are set forth in Article XII of the Certificate of Incorporation. In addition, the Certificate of Incorporation further prohibits any Person from Acquiring shares of the Corporation’s capital stock if, as a result of the Acquisition: (i) the Corporation would be “closely held” within the meaning of Section 856(h) of the Code; (ii) the capital stock would be directly or indirectly owned by fewer than 100 Persons; or (iii) the Corporation would fail to qualify as a “domestically controlled REIT” under the Code. Any Person who Acquires or attempts to Acquire Beneficial Ownership of shares of capital stock in excess of the above limitations must immediately notify the Corporation. Any such Person who is a stockholder of record, an Actual Owner, or a Beneficial Owner of capital stock and each Person who is holding capital stock for an Actual Owner or a Beneficial Owner, as defined in Article XII of the Certificate of Incorporation shall provide to the Corporation written ownership information as required by Article XII of the Certificate of Incorporation. Any shares of capital stock so held may be subject to mandatory redemption or sale in certain events, and certain purported Transfers of shares of capital stock in violation of the restrictions in Section 12.2 of the Certificate of Incorporation shall be void ab initio and shall result in the automatic exchange of the shares of capital stock in excess of such limitations for shares of Excess Stock which shall be held in trust by the Corporation. A Person who...
Sample 1
Transfer and Ownership. Subject to the consent of the Issuer (which consent shall not be unreasonably be withheld), each Noteholder may transfer the Notes held by it (or any of them) to any other person. Transfers (as well as exposure transfers; including sub-participations) will be permissible only as long as the Swiss Non-Bank Rules are respected. For the avoidance of doubt, transfers shall always be permissible as long as there are not more than five lenders that are not Swiss Qualifying Banks in aggregate under this Agreement. The Notes may only be transferred or otherwise disposed of by way of a written declaration of assignment (Abtretungserklärung) of the transferring Noteholder or an assignment agreement (Abtretungsvertrag) entered into between the transferring Noteholder and the transferee. The transfer shall only be effective with the entry of the transferee in the Register (as defined below).
Sample 1
Transfer and Ownership. Upon the termination of this Agreement, Agency shall return, transfer, assign and make available to Client, or its representative, all property and materials in Agency's possession or control provided to Agency by Client. Also upon termination of this Agreement, Agency shall transfer, assign and make available to Client, or its representative, all property and materials in Agency's possession or control created by Agency for Client, provided that Client has paid for such property and materials. Agency will also cooperate in transferring, with approval of third parties in interest, all reservations, contracts and arrangements with advertising media or others for advertising time or space or materials yet to be used, and all related rights and claims, upon being duly released from such obligations. As between Client and Agency, Client shall own all rights including, without limitation, all intellectual property rights, to any advertising or materials which are produced for Client by Agency prior to the effective termination of this Agreement. In this regard, Agency shall proceed promptly upon Client's approval to complete production of any such materials during the applicable termination notice period. Agency agrees to take all steps and to execute such documents as may be requested by Client from time to time, and at Client's expense to protect or record Client's interests in such materials. Agency agrees that Client shall retain all right, title and interest in and to its intellectual property, including, without limitation, its copyrightable material, trademarks, service marks and trade dress, and that all use of such intellectual property shall inure to the benefit of the Client. As soon as the same is agreed upon by Agency and Client, an incentive compensation arrangement for Agency will be added to this Agreement as Appendix 1. If this Agreement is terminated by either party, all references to incentive compensation arrangements in Appendix 1 will be prorated by the percentage of the applicable term of the Agreement elapsed at that time.
Sample 1
Transfer and Ownership. 3.1 The ADSs are in registered form, each corresponding to 100 Shares. Title to the ADSs passes by registration in the Register and accordingly, transfer of title to an ADS is effective only upon such registration. The Depositary will refuse to accept for transfer any ADSs if it reasonably believes that such transfer would result in violation of any applicable laws. The Holder of any ADS will (except as otherwise required by law) be treated by the Depositary and the Company as its beneficial owner for all purposes (whether or not any payment or other distribution in respect of such ADS is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of any certificate issued in respect of it) and no person will be liable for so treating the Holder.
Sample 1

Related to Transfer and Ownership

  • 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” 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:

  • Record Ownership The Company, or its attorney, shall maintain a register of the Holder of the Debentures (the "Register") showing their names and addresses and the serial numbers and principal amounts of Debentures issued to them. The Register may be maintained in electronic, magnetic or other computerized form. The Company may treat the person named as the Holder of this Debenture in the Register as the sole owner of this Debenture. The Holder of this Debenture is the person exclusively entitled to receive payments of interest on this Debenture, receive notifications with respect to this Debenture, convert it into Common Stock and otherwise exercise all of the rights and powers as the absolute owner hereof.

  • Title and Ownership Contractor warrants and represents that it has (i) full ownership, clear title free of all liens, or (ii) the right to transfer or deliver specified license rights to any Products acquired by Authorized User under this Contract. Contractor shall be solely liable for any costs of acquisition associated therewith. Contractor shall indemnify Authorized Users and hold Authorized Users harmless from any damages and liabilities (including reasonable attorneys’ fees and costs) awarded by a court of competent jurisdiction arising from any breach of Contractor’s warranties as set forth herein.

  • Capitalization and Ownership (a) As of the date of this Agreement, the entire authorized capital stock of GRS consists of 100,000,000 shares of which 90,000,000 have been designated as GRS Common Stock and 10,000,000 have been designated as Preferred Stock. All of the presently outstanding shares of capital stock of GRS have been validly authorized and issued and are fully paid and nonassessable. Except as set forth on Schedule 5.03, GRS has not issued any other shares of its capital stock and there are no outstanding options, warrants, subscriptions or other rights or obligations to purchase or acquire any of such shares, nor any outstanding securities convertible into or exchangeable for such shares. No dividends are accrued but unpaid on any capital stock of GRS.

  • Transfer Books; No Further Ownership Rights in Company Stock The Merger Consideration paid in respect of shares of Company Common Stock upon the surrender for exchange of Certificates in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock previously represented by such Certificates, and at the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. From and after the Effective Time, the holders of Certificates that evidenced ownership of shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicable Law. Subject to the last sentence of Section 2.2(e), if, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II.

  • POLICY TITLE AND OWNERSHIP Title and ownership shall reside in the Bank for its use and for the use of the Insured all in accordance with this Agreement. The Bank alone may, to the extent of its interest, exercise the right to borrow or withdraw on the policy cash values. Where the Bank and the Insured (or assignee, with the consent of the Insured) mutually agree to exercise the right to increase the coverage under the subject Split Dollar policy, then, in such event, the rights, duties and benefits of the parties to such increased coverage shall continue to be subject to the terms of this Agreement.

  • Ownership and Transfer (a) 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 the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

  • Ownership and Transfer of Shares The Trust or a transfer or similar agent for the Trust shall maintain a register containing the names and addresses of the Shareholders of each Series and Class thereof, the number of Shares of each Series and Class held by such Shareholders, and a record of all Share transfers. The register shall be conclusive as to the identity of Shareholders of record and the number of Shares held by them from time to time. The Trustees may authorize the issuance of certificates representing Shares and adopt rules governing their use. The Trustees may make rules governing the transfer of Shares, whether or not represented by certificates. Except as otherwise provided by the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized agent upon delivery to the Trustees or the Trust's transfer agent of a duly executed instrument of transfer, together with a Share certificate if one is outstanding, and such evidence or the genuineness of each such execution and authorization and of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified by the Trustees or contained in the By-laws, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of record of Shares shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor the Trust, nor any transfer agent or registrar or any officer, employee or agent of the Trust, shall be affected by any notice of a proposed transfer.

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

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