Common use of Transfer of Buyer Shares Clause in Contracts

Transfer of Buyer Shares. Seller hereby covenants and agrees that neither the Buyer Shares nor any interest or participation therein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of (i) their registration under the Securities Act or (ii) an opinion of counsel for Seller reasonably acceptable to Buyer, stating that such sale, transfer or assignment is exempt from the registration requirements of the Securities Act and qualification requirements under applicable U.S. state securities laws. The certificate or certificates representing the Buyer Shares must be surrendered to Buyer or its transfer agent as a condition precedent to the transfer of any interest in the Buyer Shares represented by such certificate or certificates.

Appears in 2 contracts

Samples: Exchange Agreement (Lions Gate Entertainment Corp /Cn/), Exchange Agreement (Lions Gate Entertainment Corp /Cn/)

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Transfer of Buyer Shares. Each Seller hereby covenants and agrees that neither the Buyer Shares nor any interest or participation therein may be reoffered, sold, assigned, transferred, pledged, encumbered or otherwise disposed of in the absence of (i) their registration under the Securities Act or (ii) an opinion of counsel for Seller such Seller, reasonably acceptable to Buyer, stating that such sale, transfer or assignment is exempt from the registration requirements of the Securities Act and qualification requirements under applicable U.S. state securities laws. The certificate or certificates representing the Buyer Shares must be surrendered to Buyer or its transfer agent as a condition precedent to the transfer of any interest in the Buyer Shares represented by such certificate or certificates.

Appears in 2 contracts

Samples: Exchange Agreement (Lions Gate Entertainment Corp /Cn/), Exchange Agreement (Lions Gate Entertainment Corp /Cn/)

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