TRANSFER AND RELATED PROVISIONS Sample Clauses

TRANSFER AND RELATED PROVISIONS. The Holder shall not offer, sell, contract to sell or otherwise dispose of this Note without the prior written consent of GAMCO; provided, however, that the Holder shall be permitted to transfer the Note (i) to any of its Affiliates and (ii) to any other Person (A) in connection with a transfer of substantially all of the investments of the original Holder, (B) if the Holder is legally precluded from holding this Note and (C) during the continuance of an Event of Default, provided, that such transferee agrees to be bound by the terms contained herein.
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TRANSFER AND RELATED PROVISIONS. (a) This Note may be offered, sold, assigned or transferred by the Holder (i) in accordance with Section 8.2 of the Subscription Agreement and the Indenture and (ii) subject to the restrictive legends on this Note.
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TRANSFER AND RELATED PROVISIONS. (a) Except as provided in Section 7.3 of the Purchase Agreement, this Note may not be offered, sold, assigned or transferred by the Holder without the prior written consent of the Issuer. Any offer, sale, assignment or other transfer of this Note is also subject to the restrictive legends on this Note.
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TRANSFER AND RELATED PROVISIONS. The Holder shall not offer, sell, contract to sell or otherwise dispose of this Note without the prior written consent of the Company; provided, however, that the Holder shall be permitted to transfer the Note (i) to any of NKK and/or any of NKK's wholly-owned subsidiaries or a Person that that directly or indirectly owns NKK and (ii) (A) if the Holder is legally precluded from holding this Note and (B) during the continuance of an Event of Default, provided, that such transferee agrees to be bound by the terms contained herein. The Company shall keep at its principal office a register (the "Register") in which shall be entered the name and address of the registered holder of this Note and particulars of this Note and of all permitted transfers of this Note. Upon surrender for registration of a permitted transfer of this Note to the Company, the Company shall execute and deliver, in the name of the designated transferee or transferees, one or more new Notes, of any denominations of $1,000,000 and multiples thereof and like aggregate principal amount. Notwithstanding the foregoing, the Company shall not be required to register the transfer or exchange of this Note unless it has been duly endorsed. All Notes issued upon any registration of transfer or exchange of this Note shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits, as this Note. No service charge shall be made for any registration of transfer or exchange of this Note so long as such transfers occur no more frequently than annually, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Prior to due presentment of this Note for registration of a permitted transfer, the Company and its agents may treat the Person in whose name it is registered as the owner of this Note for all purposes whatsoever, whether or not it is overdue and neither the Company nor any of its agents shall be affected by notice to the contrary.
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TRANSFER AND RELATED PROVISIONS. (a)Except as provided in, and subject to, Section 6.5 of the Purchase Agreement or pursuant to an offer pursuant to Section 4(f) hereof, this Note may not be directly or indirectly offered, sold, assigned or transferred by the Holder without the prior written consent of the Issuer.
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TRANSFER AND RELATED PROVISIONS. 9.1 Transfer will be effected by the Conveyancers -
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TRANSFER AND RELATED PROVISIONS. 6.1 Transfer will be effected by the Conveyancers as soon as possible after the Date of Practical Completion, the Deposit has been paid in terms of 4.4, the Balance of the Purchase Price has been secured in terms of 4.5.2, the Purchaser has paid the costs of Transfer in terms of 6.2; and simultaneously with the registration in the Deeds Office of the cancellation of the existing mortgage bonds registered against the title deeds of the Land, if any, and a first mortgage bond passed by the Purchaser over the Land in favour of the mortgagee concerned, if applicable.
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TRANSFER AND RELATED PROVISIONS. (a) Except as provided in Section 7.3 of the Purchase Agreement, this Note may not be directly or indirectly offered, sold, assigned or transferred by the Holder without the prior written consent of the Issuer. This Note and the Conversion Securities upon conversion of this Note (other than any conversion in connection with an IPO, in which case the Conversion Securities shall be subject to the lock-up provisions in Section 3(a)(iv) and in any Side Letter to which the Holder is party) shall be subject to the transfer restrictions set forth in the Purchase Agreement and any Side Letter to which the Holder is party. Any offer, sale, assignment or other transfer of this Note is also subject to the restrictive legends on this Note.
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Related to TRANSFER AND RELATED PROVISIONS

  • Invalid Provisions If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, and if the rights or obligations of any party hereto under this Agreement will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible.

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

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