Transfer of Beneficial Ownership. (a) The Shares will be sold, conveyed, transferred and delivered, pursuant to instruments in such form as may be necessary or appropriate to effect a conveyance of the Shares under applicable Law. Such transfer instruments will be in form and substance reasonably acceptable to the parties and will include the following: (i) a share transfer form in the form to be agreed upon by the parties, which will transfer the Shares to the parties specified in writing by the Purchaser; and (ii) such other instruments and agreements as may be required to effect the Contemplated Transactions (the “Transfer Documents”).
Transfer of Beneficial Ownership. (a) The transfer of the stock and equity interests of the Subsidiaries of LiveRamp pursuant to Section 1.2(a)(i) or of AMS pursuant to Section 1.4(a)(i) hereto (collectively, the “Securities”) will be effective as of the Transfer Date, from and after which date LiveRamp will be the (direct or indirect, as applicable) beneficial owner of the Securities of such LiveRamp Entities for all purposes and AMS will be the (direct or indirect, as applicable) beneficial owner of the Securities of such AMS Entities for all purposes. It is the parties’ intent that all the benefits and burdens of ownership of the Securities transfer to LiveRamp and/or AMS, as applicable, on the Transfer Date. To the extent that transfer of registered ownership of the Securities is not perfected on the Transfer Date or would be contrary to applicable law, the parties will use their reasonable best efforts to provide to, or cause to be provided to, LiveRamp or AMS, as applicable, to the extent permitted by law, the rights and benefits associated with registered ownership of the Securities and take such other actions as may reasonably be requested by LiveRamp or AMS, as applicable in order to place LiveRamp or AMS, as applicable, insofar as reasonably possible, in the same position as if LiveRamp or AMS, as applicable, were the registered securityholder (or indirect securityholder), as applicable, and so that all the benefits relating to the beneficial ownership of such Securities, including possession, use, risk of loss, potential for gain, and dominion, control and command over such Securities, are to inure from and after the Transfer Date to LiveRamp or AMS, as applicable.
Transfer of Beneficial Ownership. Notwithstanding anything to the contrary contained in this Agreement, the appropriate Seller Entity shall convey, assign, transfer and deliver only beneficial, but not legal, ownership of the Purchased Entity Shares (the “Beneficial Shares”) of the entities located in the jurisdictions listed in Section 2.13(i) of the Seller Disclosure Schedules, pursuant to the form of agreements/transfer instruments included in Annex C hereto, until such time as legal title to such Beneficial Shares is permitted to pass to Purchaser or a Purchaser Designee as forth in such agreements/transfer instruments (which will occur automatically on the terms forth therein). Notwithstanding anything to the contrary contained in this Agreement, pursuant to the Pre-Closing Restructuring, Seller and Purchaser acknowledge and agree that Seller or another Seller Entity will acquire beneficial, but not legal, title to all of the shares of the entity set forth in Section 2.13(ii) of the Seller Disclosure Schedules prior to the Closing, pursuant to the form of agreements/transfer instruments included in Annex C hereto, and Purchaser that agrees legal title to such shares shall pass to the appropriate Seller Entity or another Subsidiary of Seller after the Closing, as provided in such agreements/transfer instruments (which shall occur automatically on the terms set forth therein).
Transfer of Beneficial Ownership. (a) The transfer of the Mobility Shares and the MMJ Shares (collectively, the “Contributed Shares”) will be effective as of the Effective Date, from and after which date SpinCo will be the beneficial owner of the Contributed Shares for all purposes. It is the parties’ intent that all of the benefits and burdens of ownership of the Contributed Shares transfer to SpinCo on the Effective Date. To the extent that transfer of registered ownership of the Contributed Shares is not perfected on the Effective Date or would be contrary to applicable law, the parties will use their commercially reasonable efforts to provide to, or cause to be provided to, SpinCo, to the extent permitted by law, the rights and benefits associated with registered ownership of the Contributed Shares and take such other actions as may reasonably be requested by SpinCo in order to place SpinCo, insofar as reasonably possible, in the same position as if SpinCo were the registered stockholder. Without limiting the foregoing and in connection therewith, from and after the Effective Date, SpinCo will have the right to (i) receive all dividends or distributions (liquidating or otherwise) associated with the Contributed Shares, or direct Motorola to deliver such dividends or distributions to the party of its selection, (ii) sell, transfer or encumber, or direct Motorola to sell, transfer or encumber the Contributed Shares, and receive the proceeds therefrom, including any of the rights or privileges associated with the Contributed Shares, and (iii) vote the Contributed Shares or direct Motorola to vote the Contributed Shares as it instructs.
Transfer of Beneficial Ownership. (a) The transfer of the FatBuff Shares and PondBon Shares will be effective as of the Effective Time, from and after which time FAT will be the beneficial owner of the FatBuff Shares and PondBon Shares for all purposes. It is the parties’ intent that all of the benefits and burdens of ownership of the FatBuff Shares and PondBon Shares shall transfer to FAT at the Effective Time. To the extent that transfer of registered ownership of the FatBuff Shares or PondBon Shares is not perfected at the Effective Time or would be contrary to applicable law, the parties will use their commercially reasonable efforts to provide to, or cause to be provided to, FAT, to the extent permitted by law, the rights and benefits associated with registered ownership of the FatBuff Shares and PondBon Shares, and take such other actions as may reasonably be requested by FAT in order to place FAT insofar as reasonably possible, in the same position as if FAT were the registered holder of the FatBuff Shares and PondBon Shares as of the Effective Time. Without limiting the foregoing and in connection therewith, from and after the Effective Time, FAT will have the right to (i) receive all dividends or distributions (liquidating or otherwise) associated with the FatBuff Shares and PondBon Shares, or direct FCCG to deliver such dividends or distributions to the party of its selection, (ii) sell, transfer or encumber, or direct FCCG to sell, transfer or encumber the FatBuff Shares and PondBon Shares, and receive the proceeds therefrom, including any of the rights or privileges associated with the FatBuff Shares and PondBon Shares, and (iii) vote the FatBuff Shares and PondBon Shares, or direct FCCG to vote the FatBuff Shares and PondBon Shares as it instructs.
Transfer of Beneficial Ownership. (a) The transfer of the EIC Shares will be effective as of the Effective Time, from and after which time EHP will be the beneficial owner of the EIC Shares for all purposes. It is the parties’ intent that all of the benefits and burdens of ownership of the EIC Shares transfer to EHP at the Effective Time. To the extent that transfer of registered ownership of the EIC Shares is not perfected at the Effective Time or would be contrary to applicable Law, the parties will use their commercially reasonable efforts to provide to, or cause to be provided to, EHP, to the extent permitted by law, the rights and benefits associated with registered ownership of the EIC Shares and take such other actions as may reasonably be requested by EHP in order to place EHP insofar as reasonably possible, in the same position as if EHP were the registered holder of such EIC Shares as of the Effective Time. Without limiting the foregoing and in connection therewith, from and after the Effective Time, EHP will have the right to (i) receive all dividends or distributions (liquidating or otherwise) associated with the EIC Shares, or direct EPC to deliver such dividends or distributions to the party of its selection, (ii) sell, transfer or encumber, or direct EPC to sell, transfer or encumber the EIC Shares, and receive the proceeds therefrom, including any of the rights or privileges associated with the EIC Shares, and (iii) vote the EIC Shares or direct EPC to vote the EIC Shares as it instructs.
Transfer of Beneficial Ownership. Except as otherwise permitted under this Agreement, the Guarantors will not Transfer their ultimate beneficial ownership in the Borrower without the Lender’s prior written consent which may be withheld in the Lender’s sole and absolute discretion. Any purported transfer in violation of this Agreement shall be void and of no force or effect.
Transfer of Beneficial Ownership. (a) To the extent permitted by applicable law, and except as otherwise permitted in the Transaction Documents, the Beneficial Owner of the Class A Interest shall not have the right to transfer its Beneficial Interest in the Trust without the prior written consent of the Beneficial Owner of the Class B Interest; provided, however, the Beneficial Owner of the Class A Interest may transfer its Beneficial Interest without such consent (i) following a Marlxx Xxxe Trigger Event or (ii) to the extent contemplated by Section 11.07.
Transfer of Beneficial Ownership. The Purchaser shall assume all of the benefits of ownership of the Shares upon the execution of this Agreement on the date hereof, and Victory on behalf of itself and Seller agrees to deliver to Purchaser all dividends, distributions, interest and other proceeds or amounts received by Seller from and after the date hereof in respect of the Shares.
Transfer of Beneficial Ownership. The transfer of the beneficial ownership of the Shares shall be effective as of the date of the Closing, and unless and until the Closing occurs, Purchaser shall have no right to vote or dispose of, or direct the vote or disposition of, the Shares.
