Transfer of Class A Shares Sample Clauses

Transfer of Class A Shares. Class A shares may not be sold or transferred for consideration. Transfer of any of the shares may occur only with the unanimous written consent of all Class A shareholders or as set forth in Section 7.
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Transfer of Class A Shares. After the Closing, the Purchaser shall permit and facilitate through its transfer agent the Founders’ contribution and/or donation of certain Class A Shares to a charitable foundation of the Founders; provided, however, that such charitable foundation of the Founders (i) executes and delivers an Investor Questionnaire to the Purchaser and (ii) agrees in writing to be bound by, and adhere to, Rule 144 in respect of such Class A Shares in the same manner, and to the same extent, as previously agreed to by, or applicable to, the Founders.
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Transfer of Class A Shares. The parties acknowledge that pursuant to Article 2.1(1)(h) of the Articles no Class A Share may be Transferred by the holder thereof without the prior written consent of the Company. As a condition of the Company’s written consent to any proposed Transfer, the transferee (and as applicable the Principal(s) thereof) shall sign an accession agreement and shall be bound by the terms of this Agreement as if the transferee was originally a party hereto. The Company hereby covenants and agrees with the Shareholders that the Company shall provide its written consent to any proposed Transfer of Class A Shares by a Shareholder only if each Class A Share is Transferred concurrently with fifty (50) MedMen Corp. Redeemable Shares and/or MedMen Redeemable Units (which Transfer may include a Transfer of a deemed beneficial ownership interest in MedMen Corp. Redeemable Shares hereunder), and only in connection with a Transfer: (a) to a Holding Company or other entity that is Controlled by the Shareholder or is Controlled by any of the Shareholder’s Immediate Family Members, or to a trust, the sole beneficiaries of which are such Shareholder and/or such Shareholder’s Immediate Family Members, and which Holding Company (and the Principal(s) thereof) or trust or other entity becomes a party hereto by written accession; (b) to one or more of the Shareholder’s Immediate Family Members who become a party hereto by written accession; (c) by Xxxxxxx to Xxxxxx or Xxxxxx’x Holding Company, or vice versa, who becomes as necessary (along with any Principal(s) thereof as necessary) a party hereto by written accession; or (d) in relation to any Shareholder that is not an individual, to an Affiliate of such Shareholder (other than, for the avoidance of doubt, a Transfer to any Affiliate that is the Company or a subsidiary of the Company).
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Transfer of Class A Shares. 6.1 Notwithstanding anything in this Agreement and the Articles, every Class A Shareholder who receives a written bona fide arm’s-length offer from any third party (a “Class A Buyer”) to purchase such Class A Shareholder’s Class A Shares for cash (an “Class A Offer”) and which desires to transfer its Class A Shares (the “Class A Transferor”) shall give to the Company and SingLife notice in writing of such desire (a “Class A Transfer Notice”), which notice shall specify: 6.1.1 the number of Class A Shares proposed to be sold and transferred, such number to comprise all (and not some only) of the Class A Shares held by the Class A Transferor (the “Class A Sale Shares”); 6.1.2 the price offered by the Class A Buyer to the Class A Transferor for the purchase of each such Class A Sale Share (the “Class A Transferor’s Price”); 6.1.3 the other terms and conditions of such sale (if any) (the “Class A Prescribed Terms”); and 6.1.4 the identity of the Class A Buyer as well as the person or persons who ultimately beneficially own or control the Class A Buyer (unless the Class A Buyer is a listed company), 6.2 Subject as hereinafter mentioned, a Class A Transfer Notice shall constitute an offer by the Class A Transferor for the sale of the Class A Sale Shares to SingLife at the Class A Transferor’s Price and on the Class A Prescribed Terms (if any). Subject to paragraph 6.4, a Class A Transfer Notice shall not be revocable. 6.3 If SingLife shall within 30 days apply for all (and not some only) of the Class A Sale Shares, the Board shall allocate the Class A Sale Shares to SingLife; and the Company shall forthwith: 6.3.1 give notice of such allocation (a “Class A Allocation Notice”) to the Class A Transferor and shall specify in such Class A Allocation Notice the place and time (being not earlier than 14 days, but not later than 28 days, after the date of the Class A Allocation Notice) at which the sale and purchase of the Class A Sale Shares so allocated shall be completed; or 6.3.2 if SingLife has not applied for the Class A Sale Shares, give notice of the same (a “Class A Non-Allocation Notice”). 6.4 If a Class A Non-Allocation Notice is given by the Company, the Class A Transferor shall, subject to paragraph 6.6, be entitled to sell all the Class A Sale Shares, in accordance with, and within the three-month period specified in, paragraph 6.6. 6.5 Subject to paragraph 6.4, the Class A Transferor shall be bound to transfer the Class A Sale Shares comprised in a Class...
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Transfer of Class A Shares. After receipt of the Call Notice or, as the case may be, the delivery of the Put Notice, subject to and concurrently with (Zug-um-Zug) the issuance of Class B Shares as per Section 4(b)(ii) below, KKCG shall transfer all of its Class A Shares to the Company, free and clear of any pledge, liens, encumbrances or other similar restrictions for no consideration, other than the receipt of Class B Shares as provided for herein.
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Transfer of Class A Shares. Onex Cinema shall sell to OCM 3,450 Class A Shares (the "Additional Shares") by converting a like number of Class B Shares held by Onex Cinema into Class A Shares and selling the Class A Shares received upon such conversion to OCM in exchange for payment to Onex Cinema of a cash purchase price equal to 60% of the aggregate amount of the Plan Distribution actually received by Oaktree and the other members of the Oaktree Group.
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Transfer of Class A Shares 
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Related to Transfer of Class A Shares

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • Transfer of Subject Securities and Voting Rights 2.1 Restriction on Transfer of Subject Securities. Subject to Section 2.3 below, during the Support Period, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected. Without limiting the generality of the foregoing, during the Support Period, Stockholder shall not tender, agree to tender or permit to be tendered any of the Subject Securities in response to or otherwise in connection with any tender or exchange offer other than the Offer.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall maintain, or cause to be maintained by the Transfer Agent in whole or in part, the Partnership Register on behalf of the Partnership. (b) The General Partner shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are duly endorsed and surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided, however, that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions of this Section 4.5(b), the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered. Upon the proper surrender of a Certificate, such transfer shall be recorded in the Partnership Register. (c) Upon the receipt of proper transfer instructions from the Record Holder of uncertificated Partnership Interests, such transfer shall be recorded in the Partnership Register. (d) Except as provided in Section 4.9, by acceptance of any Limited Partner Interests pursuant to a transfer in accordance with this Article IV, each transferee of a Limited Partner Interest (including any nominee, or agent or representative acquiring such Limited Partner Interests for the account of another Person or Group) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the Partnership Register and such Person becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement, (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person and (v) shall be deemed to certify that the transferee is not an Ineligible Holder. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. (e) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests shall be freely transferable. (f) The General Partner and its Affiliates shall have the right at any time to transfer their Common Units to one or more Persons.

  • Transfer of Voting Rights Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not deposit (or permit the deposit of) any Shares in a voting trust or grant any proxy or enter into any voting agreement or similar agreement in contravention of the obligations of Stockholder under this Agreement with respect to any of the Shares.

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer. (b) In connection with the transfer of any Restricted Securities (other than a transfer described in Sections 4(a)(i) or (ii) above or to any Affiliate of an Investor), the holder thereof shall deliver written notice to the Company describing in reasonable detail the transfer or proposed transfer. If the holder of the Restricted Securities delivers to the Company an opinion of Xxxxxxxx & Xxxxx LLP or other counsel that no subsequent transfer of such Restricted Securities shall require registration under the Securities Act, the Company shall promptly upon such contemplated transfer deliver to the prospective transferor new certificates for such Restricted Securities that do not bear the Securities Act legend set forth in Section 7C. If the Company is not required to deliver new certificates for such Restricted Securities not bearing such legend, the holder thereof shall not transfer the same until the prospective transferee has confirmed to the Company in writing its agreement to be bound by the conditions contained in this Section 4 and Section 7C. (c) Upon the request of an Investor, the Company shall promptly supply to such Investor or its prospective transferees all information regarding the Company required to be delivered in connection with a transfer pursuant to Rule 144A of the Securities and Exchange Commission.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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