Transfer of Common Shares. Except as otherwise provided by the Trustees, transfers of Common Shares shall be made on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters (including compliance with any securities laws and contractual restrictions) as may reasonably be required. If a transfer is approved by the Trust, upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Common Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Common Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Common Shares as the holder of such Common Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.
Transfer of Common Shares. 10 Section 4.1. Restrictions on Transfer by Liberty and Diller........................................10
Transfer of Common Shares. After the Effective Time, there shall be no ------------------------- registrations of transfers on the stock transfer books of the Surviving Corporation of any Common Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates formerly representing Common Shares are presented to the Surviving Corporation or the Paying Agent, they shall be surrendered and cancelled in consideration for the payment of the aggregate Merger Price relating thereto, as provided in this Article III. -----------
Transfer of Common Shares. SECTION 4.1 Restrictions on Transfer during Six-Months Following Closing. Without the consent of a majority of the Independent Directors, during the period commencing on the Closing and ending on the six-month anniversary thereof, each of SPE and USI agrees not to, and to cause its respective Permitted Transferees not to, Transfer in privately-negotiated transactions more than 20% of such Stockholder's Initial Interest, provided, that the foregoing shall not be applicable to Transfers (i) between such Stockholder and its Permitted Transferees, (ii) to another Stockholder or its Permitted Transferees, (iii) pursuant to a merger or consolidation in which the Company is a constituent corporation or (iv) pursuant to a bona fide third party tender offer or exchange offer which was not induced directly or indirectly by such Stockholder or any of its Affiliates.
Transfer of Common Shares. An Incorporating Shareholder shall not Transfer any Common Share or any interest therein, except with an Incorporating Shareholders Consent.
Transfer of Common Shares. The transfer of Common Shares to Vendor is being made free and clear of any Charge.
Transfer of Common Shares. Each Stockholder agrees ------------------------- that upon receipt of cash in full payment for all or a portion of his Shares in accordance with the terms hereof the Legal Representative of his Estate will execute and deliver to Leucadia all the documents which are required to transfer such Shares to Leucadia, including within limitation, the release or waiver of any tax liens, along with the certificates for such Shares.
Transfer of Common Shares. SECTION 4.1 Restrictions on Transfer by Liberty and Dillxx.
(x) Until the CEO Termination Date or such time as Dillxx xxxomes Disabled, subject to the other provisions of this Agreement, neither Liberty nor Dillxx xxxll Transfer or otherwise dispose of (including pledges), directly or indirectly, any Common Shares beneficially owned by its Stockholder Group other than (w) Transfers of Common Shares by Dillxx xx order to pay taxes arising from the granting, vesting and/or exercise of the Options and/or the payment of bonuses on repayment of the Dillxx Xxxe, (x) Transfers of Common Shares by Liberty to members of the Liberty Stockholder Group or by Dillxx xx members of the Dillxx Xxxckholder Group, (y) a pledge or grant of a security interest in vested Common Shares (other than the pledge of certain Common Shares pursuant to prior arrangements between Dillxx xxx the Company) or pledges by a member of the Liberty Stockholder Group of securities of a BDTV Entity that Liberty is entitled to Transfer under (b)(iii) below in connection with bona fide indebtedness in which the pledgee of the applicable Common Shares (or securities of such BDTV Entity) agrees that, upon any default or exercise of its rights under such pledge or security arrangement, it will offer to sell the pledged Common Shares (or securities of such BDTV Entity) to the non-pledging Stockholder(s) (or its or his designee) for an amount equal to the lesser of the applicable amount of such indebtedness and the fair market value of such pledged Common Shares (or securities of such BDTV Entity), and (z) Transfers of Options or Common Shares to the Company by Dillxx xx his Affiliates in connection with a "cashless" exercise of the Options (including Options granted to Dillxx xx the date hereof or in the future).
(b) Notwithstanding the restrictions contained in subsection (a) above (and in addition to the foregoing exceptions, but subject to the right of first refusal described in Section 4.9 on behalf of Dillxx (xx his designee) with respect to Transfers by members of the Liberty Stockholder Group and to a right of first refusal on behalf of Liberty (or its designee) with respect to Transfers by members of the Dillxx Xxxckholder Group (which rights shall be assignable)): (i) following August 24, 2000 either Liberty or Dillxx xxx Transfer all or any portion of the Common Shares beneficially owned by its Stockholder Group (and, in the case of Liberty only, its entire interest in the BDTV Entities) to a...
Transfer of Common Shares. Each Tendering Noteholder agrees that for a period of six (6) months from the date of issuance of Common Shares pursuant to the Exchange Offer, such Tendering Noteholder will not, without Xxxxxx’x prior written consent, directly or indirectly, offer for sale, sell, pledge, or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future) Common Shares in an amount that is more than 25,000 Common Shares per week. In furtherance of the foregoing, Callon and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Agreement.
Transfer of Common Shares. BY DMX-NV. DMX-NV shall have ----------------------------------- transferred 100 Common Shares to Purchaser in exchange for that amount in cash as the parties shall determine is equivalent in value to the 100 Common Shares.
