Transfer Notice Clause Samples

Transfer Notice. In the event that any Shareholder (the “Transferring Shareholder”) receives from any Person, acting as principal and dealing at arm’s length with such Shareholder (the “Third Party Offeror”), a bona fide written offer to purchase (other than pursuant to a Transfer permitted by Section 5.2) Shares or Convertible Securities or other equity securities held by the Transferring Shareholder (the “Third Party Offer”), which the Transferring Shareholder wishes to accept (subject to compliance with Section 6.2 and 6.3), the Transferring Shareholder will give notice (the “Transfer Notice”) to the Corporation and to each of the Shareholders (other than any Shareholder that is also a Transferring Shareholder) (the “Other Shareholders”) setting forth: (a) the identity of the Third Party Offeror; (b) if the Third Party Offeror is a corporation, the names of the principal shareholders, directors and officers of the Third Party Offeror; (c) the number and classes of Shares or Convertible Securities or other equity securities proposed to be sold by the Transferring Shareholder (the “Offeror’s Securities”); (d) the price of and terms of payment for the Offeror’s Securities; and (e) a summary of any other material terms for such sale including the proposed closing date. The Transfer Notice shall contain an offer to sell all of the Offeror’s Securities to the Corporation first and then the Other Shareholders (as set out in Section 6.2) at the price and on the terms set forth in the Transfer Notice. The Transfer Notice shall include a full and complete copy of the written offer delivered by the Third Party Offeror. In all circumstances the proposed consideration for any Offeror’s Securities must be in cash and/or Marketable Securities. The offer contained in the Transfer Notice shall be irrevocable except with the consent of Corporation or the Other Shareholders, as applicable, and shall be open for acceptance for a period of 19 Business Days after the date upon which the Transfer Notice was received by the Corporation and 20 Business Days after the date upon which the Transfer Notice was received by the Other Shareholders (each, an “Acceptance Period”). All Transfer Notices and Drag-Along Offers (as defined in Section 6.4) given under this Article 6 must be given concurrently to all Other Shareholders and the Corporation.

Transfer Notice. If Tenant desires to effect a Transfer, then at least thirty (30) days prior to the date when Tenant desires the Transfer to be effective (the "Transfer Date"), Tenant agrees to give Landlord a notice (the "Transfer Notice"), stating the name, address and business of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as "Transferee"), reasonable information (including references) concerning the character, ownership, and financial condition of the proposed Transferee, the Transfer Date, any ownership or commercial relationship between Tenant and the proposed Transferee, and the consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require.

Transfer Notice. In case that the Purchaser transfers any or all of his Call Right to one or more Nominees in accordance with Section 2.3 above, the Purchaser shall provide a Transfer Notice to the Seller.

Transfer Notice. In case that the Transferee transfers any or all of his/her Option to one or more Nominee(s) in accordance with Clause2.4 above, the Transferee shall serve a Transfer Notice on the Transferor.

Transfer Notice. In case that a Grantee transfers any or all of his Option to one or more Nominee(s) in accordance with Clause 2.4 above, the Grantee shall serve a Transfer Notice on the Grantor.

Transfer Notice. The Founder or his or her legal representative shall first give written notice (the "Transfer Notice") of any proposed transfer to the Company. The Transfer Notice shall name the proposed transferee, state the number of shares of Stock to be transferred, the price per share and all other terms of the offer. The Transfer Notice shall be signed by the Founder or his or her representative and the prospective transferee and must constitute a binding agreement for the transfer of the Stock subject only to the Right of First Refusal.

Transfer Notice. If Tenant desires to effect a Transfer, then at least thirty (30) days prior to the date when Tenant desires the Transfer to be effective (the "Transfer Date"), Tenant agrees to give Landlord a notice (the "Transfer Notice"), stating the name, address and business of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as "Transferee"), reasonable information (including references) concerning the character, ownership, and financial condition of the proposed Transferee, the Transfer Date, any ownership or commercial relationship between Tenant and the proposed Transferee, and the consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord may reasonably require. If Landlord reasonably requests additional detail, the Transfer Notice will not be deemed to have been received until Landlord receives such additional detail, and Landlord may withhold consent to any Transfer until such information is provided to it.

Transfer Notice. Holdings will provide the Optionee with the Transfer --------------- Notice (as defined in the Certificate of Incorporation) delivered to Class B Stockholders pursuant to Section 4 or Section 5 of the Certificate of Incorporation in accordance with the terms thereof.

Transfer Notice. The Offerors acknowledge that the Purchaser may transfer the Capital Securities, in whole or in part, at any time and from time to time following the Closing Date by delivering the notice (the “Transfer Notice”) attached as Exhibit B to the Master Custodian Agreement, dated May 27, 2004, as amended, and attached as Exhibit A to the Subscription Agreement. In order to facilitate such transfer, the Company shall execute in blank five additional Capital Securities certificates, to be delivered at Closing, such certificates to be completed with the name of the transferee(s) to which the Capital Securities, in whole or in part, will be transferred upon the receipt of a Transfer Notice and authenticated by the Institutional Trustee at the time of each such transfer.