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. (b) In connection with the arrangement set forth in Section 1.9(a), and without limiting the foregoing, from and after the Transfer Date, AMS or LiveRamp, as applicable, will (i) observe all corporate formalities and filing requirements that may have to be met with regard to the Securities, (ii) sell, transfer or encumber the Securities only as directed by LiveRamp or AMS, as applicable, (iii) immediately notify LiveRamp or AMS, as applicable, upon attachment or attempted seizure of, or acquisition of any interest or assertion of any rights in, the Securities by any third party and take appropriate action to defend against such attachment and to protect LiveRamp’s or AMS’s, as applicable, interest in the Securities, in each case, in consultation with and with the consent of LiveRamp or AMS, as applicable, and (iv) be entitled to rely on the written instructions of the directors or officers of LiveRamp or AMS, as applicable, and such instructions will be deemed to have been duly authorized by LiveRamp or AMS, as applicable.
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Samples: Master Contribution and Assumption Agreement, Master Contribution and Assumption Agreement (Acxiom Corp)
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”).
(b) 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”) Shares will be effective as of the Transfer Closing Date, from and after which date LiveRamp the Purchaser will be the (direct or indirect, as applicable) beneficial owner of the Securities of such LiveRamp Entities Shares for all purposes and AMS will be to the (direct or indirect, as applicable) beneficial owner extent registered ownership of the Securities Shares is not transferred to the Purchaser as of the Closing Date, the Seller will hold the Shares (including, for the purposes hereof, the Nominee Share (as such AMS Entities term is defined herein)) as nominee or trustee for all purposesthe benefit of the Purchaser until the Shares have been formally registered in the name of the Purchaser and/or such other Person(s) as the Purchaser may designate. It is the parties’ intent that all the benefits and burdens of ownership of the Securities Shares will transfer to LiveRamp and/or AMS, as applicable, the Purchaser on the Transfer Closing Date. To the extent that transfer of registered ownership of the Securities Shares is not perfected on the Transfer Closing Date or would be contrary to applicable lawLaw or requires the consent, authorization or approval of any Person, including any Governmental Authority, which consent, authorization or approval the parties were not able to obtain prior to the Closing Date, the parties will use their reasonable best efforts to provide to, or cause to be provided to, LiveRamp or AMS, as applicablethe Purchaser, to the extent permitted by lawLaw, the rights and benefits associated with registered ownership of the Securities Shares and take such other actions as may reasonably be requested by LiveRamp or AMS, as applicable the Purchaser in order to place LiveRamp or AMS, as applicablethe Purchaser, insofar as reasonably possible, in the same position as if LiveRamp or AMS, as applicable, the Purchaser were the registered securityholder shareholder. Without limiting the foregoing and in connection therewith, the Purchaser will have the right (i) to receive all dividends or indirect securityholder)distributions (liquidating or otherwise) associated with the Shares, as applicableor direct the Seller to deliver such dividends or distributions to the party of its selection, (ii) to direct the Seller to sell, transfer or encumber the Shares, and so that all receive the benefits relating to the beneficial ownership of such Securitiesproceeds therefrom, including possession, use, risk any of loss, potential for gainthe rights or privileges associated with the Shares, and dominion, control and command over such Securities, are (iii) to inure from and after direct the Transfer Date Seller to LiveRamp or AMS, vote the Shares as applicableit instructs.
(bc) In connection with the arrangement set forth in this Section 1.9(a)1.4, and without limiting the foregoing, from the Seller covenants and after the Transfer Date, AMS or LiveRamp, agrees as applicable, will follows:
(i) to vote the Shares at the meetings of the shareholders of the Company only as directed by the Purchaser; (ii) to observe all corporate formalities and filing requirements that may have to be met with regard to the SecuritiesShares; (iii) to forward to the Purchaser, or any other Person identified by the Purchaser, all dividends, distributions (iiliquidating or otherwise), and sale proceeds made with respect to the Shares; (iv) to sell, transfer or encumber the Securities Shares only as directed by LiveRamp or AMS, as applicable, the Purchaser; (iiiv) to immediately notify LiveRamp or AMS, as applicable, the Purchaser upon attachment or attempted seizure of, or acquisition of of, any interest or assertion of any rights in, the Securities Shares by any third party Person and take appropriate action to defend against such attachment and to protect LiveRampthe Purchaser’s or AMS’s, as applicable, interest in the SecuritiesShares; (vi) to not take any action with respect to the Company’s bank accounts, in each caseor the funds therein, in consultation with and with without the prior written consent of LiveRamp or AMS, as applicable, the Purchaser; and (ivvii) to be entitled to rely on the written instructions of the officers and directors or officers of LiveRamp or AMS, as applicablethe Purchaser, and such instructions will be deemed to have been duly authorized by LiveRamp or AMSthe Purchaser.
(d) Without limiting the parties’ respective rights and obligations under this Section 1.4, the parties agree to cooperate in good faith and take any such actions as applicablemay be reasonably necessary to cause the Contemplated Transactions to be consummated under applicable Law as soon as commercially practicable following the Closing.
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Samples: Share Purchase Agreement
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”).
(b) 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”) Shares will be effective as of the Transfer Closing Date, from and after which date LiveRamp the Purchaser will be the (direct or indirect, as applicable) beneficial owner of the Securities of such LiveRamp Entities Shares for all purposes and AMS will be to the (direct or indirect, as applicable) beneficial owner extent registered ownership of the Securities Shares is not transferred to the Purchaser as of the Closing Date, the Seller will hold the Shares (including, for the purposes hereof, the Nominee Share (as such AMS Entities term is defined herein)) as nominee or trustee for all purposesthe benefit of the Purchaser until the Shares have been formally registered in the name of the Purchaser and/or such other Person(s) as the Purchaser may designate. It is the parties’ intent that all the benefits and burdens of ownership of the Securities Shares will transfer to LiveRamp and/or AMS, as applicable, the Purchaser on the Transfer Closing Date. To the extent that transfer of registered ownership of the Securities Shares is not perfected on the Transfer Closing Date or would be contrary to applicable lawLaw or requires the consent, authorization or approval of any Person, including any Governmental Authority, which consent, authorization or approval the parties were not able to obtain prior to the Closing Date, the parties will use their reasonable best efforts to provide to, or cause to be provided to, LiveRamp or AMS, as applicablethe Purchaser, to the extent permitted by lawLaw, the rights and benefits associated with registered ownership of the Securities Shares and take such other actions as may reasonably be requested by LiveRamp or AMS, as applicable the Purchaser in order to place LiveRamp or AMS, as applicablethe Purchaser, insofar as reasonably possible, in the same position as if LiveRamp or AMS, as applicable, the Purchaser were the registered securityholder shareholder. Without limiting the foregoing and in connection therewith, the Purchaser will have the right (i) to receive all dividends or indirect securityholder)distributions (liquidating or otherwise) associated with the Shares, as applicableor direct the Seller to deliver such dividends or distributions to the party of its selection, (ii) to direct the Seller to sell, transfer or encumber the Shares, and so that all receive the benefits relating to the beneficial ownership of such Securitiesproceeds therefrom, including possession, use, risk any of loss, potential for gainthe rights or privileges associated with the Shares, and dominion, control and command over such Securities, are (iii) to inure from and after direct the Transfer Date Seller to LiveRamp or AMS, vote the Shares as applicableit instructs.
(bc) In connection with the arrangement set forth in this Section 1.9(a)1.4, and without limiting the foregoing, from the Seller covenants and after the Transfer Date, AMS or LiveRamp, agrees as applicable, will follows: (i) to vote the Shares at the meetings of the shareholders of the Company only as directed by the Purchaser; (ii) to observe all corporate formalities and filing requirements that may have to be met with regard to the SecuritiesShares; (iii) to forward to the Purchaser, or any other Person identified by the Purchaser, all dividends, distributions (iiliquidating or otherwise), and sale proceeds made with respect to the Shares; (iv) to sell, transfer or encumber the Securities Shares only as directed by LiveRamp or AMS, as applicable, the Purchaser; (iiiv) to immediately notify LiveRamp or AMS, as applicable, the Purchaser upon attachment or attempted seizure of, or acquisition of of, any interest or assertion of any rights in, the Securities Shares by any third party Person and take appropriate action to defend against such attachment and to protect LiveRampthe Purchaser’s or AMS’s, as applicable, interest in the SecuritiesShares; (vi) to not take any action with respect to the Company’s bank accounts, in each caseor the funds therein, in consultation with and with without the prior written consent of LiveRamp or AMS, as applicable, the Purchaser; and (ivvii) to be entitled to rely on the written instructions of the officers and directors or officers of LiveRamp or AMS, as applicablethe Purchaser, and such instructions will be deemed to have been duly authorized by LiveRamp or AMSthe Purchaser.
(d) Without limiting the parties’ respective rights and obligations under this Section 1.4, the parties agree to cooperate in good faith and take any such actions as applicablemay be reasonably necessary to cause the Contemplated Transactions to be consummated under applicable Law as soon as commercially practicable following the Closing.
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