Transfer of Class B Shares Sample Clauses

Transfer of Class B Shares. Subject to the terms and conditions hereof, and concurrent with the Redemption, at the Closing, the Paired Interest Selling Stockholder shall convey, assign and transfer the Transferred Class B Shares to the Company, and the Company shall acquire and accept from the Paired Interest Selling Stockholder, free and clear of all Liens (other than any Liens under applicable securities Laws), the Transferred Class B Shares for no additional consideration.
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Transfer of Class B Shares. (a) No Class B Holder may directly or indirectly transfer any of such Class B Holder’s interest in his, her or its Class B Shares (including, without limitation, the power to vote or provide a consent with respect to his, her or its Class B Shares by proxy or otherwise, except for proxies given to any person designated by the Board of Directors who is soliciting proxies on behalf of the Company in connection with a general shareholders’ meeting), and the Company shall not acknowledge, cause to register or instruct the transfer agent for the Class B Shares, if any, to register the transfer of such Class B Shares, except to the Company or to a Permitted Transferee, except to the extent required by applicable law; provided, however, such restrictions on transfer shall not apply to a merger or consolidation of the Company with or into another corporation, whether or not the Company is the surviving corporation, but shall apply to the securities issued (the “new securities”) in such merger or consolidation to the extent such new securities have disparate voting rights from the securities issued to the holders of the Class A Shares in such merger, consolidation or business combination and all references to Class B Shares herein shall thereafter refer to the new securities, together with any remaining Class B Shares. Any purported transfer of Class B Shares not permitted under this Agreement shall be deemed null and void. In addition, any time a record or beneficial holder of Class B Shares ceases to be a Permitted Transferee, such holder (i) will not be entitled to exercise the voting rights attached to such Class B Shares and (ii) will notify the Board of Directors that it is no longer a Permitted Transferee, which notification shall be deemed to be a request to convert such Class B Shares into Class A Shares.
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Transfer of Class B Shares. Any Transfer or proposal to Transfer by any of the Stockholders of any Class B Shares held by it or by any of its Affiliates shall be permitted only if coupled by a Transfer of the Related Voteco Interest held by it or by any of its Affiliates; provided that any such Transfer or proposed Transfer of Class B Shares shall be subject to ‎Section 4.01(a)(iv) with respect to the Transferred or proposed to be Transferred membership interest or warrant exercisable for a membership interest in Voteco; provided, that any such Transfer or proposed Transfer of Class B Shares by a Stockholder that is not coupled by a Transfer of the Related Voteco Interest shall be null and void ab initio with no force and effect, unless, in the case of a membership interest in Voteco and subject to the receipt of all required Gaming Approvals, such Stockholder is not the sole member of Voteco and chooses to effect the concurrent conversion of such percentage of its membership interests into a Warrant (as defined and contemplated by Section 3.01 of the Limited Liability Company Operating Agreement of Voteco (“Voteco LLC Agreement”), dated as of April 1, 2011) and Voteco shall reflect in its records the conversion of such membership interest for a Warrant.
Sample 1
Transfer of Class B Shares. Issuance of Class A Shares. Effective as of the date of, and on the terms contained in, this Agreement, (a) the DeWitt Wallace Fund xxxxxx xxxxxxers and delivers to the Company, free and clear of all liens, claims, security interests, pledges, charges and other encumbrances (collectively, "Encumbrances"), 4,641,946 shares of Class B Stock and the Lila Wallace Fund hxxxxx xxxxxxers and delivers to the Company, free and clear of all Encumbrances, 4,641,947 shares of Class B Stock (collectively, the "Transferred Class B Shares") and (b) the Company hereby issues and delivers to the DeWitt Wallace Fund, xxxx xxx xxxar of all Encumbrances, 4,015,283 shares of Class A Stock and the Company hereby sells, issues and delivers to the Lila Wallace Fund, xxxx xxx xxxar of all Encumbrances, 4,015,284 shares of Class A Stock (collectively, the "New Class A Shares").
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Transfer of Class B Shares. If a holder of Class B Shares desires to transfer Class B Shares to CCC or an Affiliate of CCC, such holder shall deliver to the Secretary of the Corporation (a) the certificate or certificates representing the Class B Shares, duly endorsed in blank or accompanied by proper instruments of transfer and (b) written notice to the Corporation stating that such holder elects to transfer such shares and stating the name and addresses in which each certificate for Class B Shares is to be issued. Class B Shares shall not be transferred on the books of the Corporation until all of the conditions set forth in the foregoing clauses (a) and (b) are satisfied.
Sample 1
Transfer of Class B Shares. (a) If following the date of this Agreement, the Onex Group shall at any time own, in the aggregate, a number of Relevant Shares that is less than the number of Relevant Shares owned by the Oaktree Group, in the aggregate (such occurrence, an "Automatic Conversion Event"), then at such time, the Onex Group shall immediately convert all Class B Shares held by members of the Onex Group, if any, into Class A Shares and the Company shall take all actions necessary and appropriate in connection therewith. For the purposes of this Agreement, "
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Transfer of Class B Shares 
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Related to Transfer of Class B Shares

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to 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.

  • 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.

  • 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 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.

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Certificates Representing Units; Lost, Stolen or Destroyed Certificates; Registration and Transfer of Units (a) Units shall not be certificated unless otherwise determined by the Manager. If the Manager determines that one or more Units shall be certificated, each such certificate shall be signed by or in the name of the Company, by the Chief Executive Officer and any other officer designated by the Manager, representing the number of Units held by such holder. Such certificate shall be in such form (and shall contain such legends) as the Manager may determine. Any or all of such signatures on any certificate representing one or more Units may be a facsimile, engraved or printed, to the extent permitted by applicable Law. The Manager agrees that it shall not elect to treat any Unit as a “security” within the meaning of Article 8 of the Uniform Commercial Code unless thereafter all Units then outstanding are represented by one or more certificates.

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