Transfer of Company Shares. At the Closing, Sheridan shall deliver or cause to be delivered to Subsidiary certificates representing all of the Company Shares owned by Sheridan, as listed on Exhibit A. Those stock certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with signature guarantees and other documents which may be reasonably required by Subsidiary to effect a valid transfer of the Company Shares by Sheridan, free and clear of any and all liens, encumbrances, charges or claims. Sheridan, by execution of this Agreement, appoints Subsidiary as their attorney-in-fact to effectuate transfer of the Company Shares at the Closing (as defined below).
Transfer of Company Shares. At the Closing, each Stockholder shall -------------------------- deliver or cause to be delivered to Buyer certificates representing all of the Company Shares owned by such Stockholder as set forth on Exhibit A, which --------- collectively shall represent all of the issued and outstanding capital stock of the Company. Such stock certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer of such Company Shares by such Stockholder, free and clear of any and all liens, encumbrances, charges or claims. Each Stockholder by execution of this Agreement hereby appoints Buyer as his attorney-in-fact to effectuate transfer of the Company Shares at the Closing.
Transfer of Company Shares. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations and warranties of the Seller and the Purchaser herein set forth, at the Closing as defined below in Section 3.1, the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, by appropriate assignments and other instruments satisfactory to the Purchaser and its counsel, good and marketable title in and to the Company Shares.
Transfer of Company Shares. On or after the Effective Date and prior to the transfers set forth in Section 2.3, ACE shall transfer and deliver to ACE Bermuda 1,200,000 Common Shares, representing all of the outstanding Common Shares as of the time of such transfer.
Transfer of Company Shares. In consideration of and in reliance upon the representations, warranties and covenants contained herein and upon the terms and subject to the conditions set forth in this Agreement, Buyer hereby purchases, and each Stockholder hereby sells, assigns, conveys, transfers and delivers to Buyer all of such Stockholder's right, title and interest in any and all of the Company Shares owned beneficially or of record by such Stockholder free and clear of any and all liens, encumbrances, charges, claims or adverse interests of any kind. At the Closing, each Stockholder shall deliver or cause to be delivered to Buyer certificates representing all of the Company Shares owned by such Stockholder, as set forth in Exhibit A attached hereto. Such stock certificates shall be duly endorsed in blank for transfer or shall be presented with stock powers duly executed in blank, with such signature guarantees and such other documents as may be reasonably required by Buyer to effect a valid transfer of such Company Shares by such Stockholder in accordance with this Agreement. Each Stockholder by execution of this Agreement hereby appoints Buyer as his attorney-in-fact to effectuate transfer of the Company Shares at the Closing.
Transfer of Company Shares. Enterprises hereby transfers and assigns to the Trust all of the Company Shares, and hereby delivers to the Trust a check in the amount of $12,896 and certificate no. CB-2 representing the Company Shares.
Transfer of Company Shares. 9.1 A transfer of any Company Shares by the Shareholder or the Escrow Agent shall be made only in accordance with the relevant provisions of the Articles and applicable law. A Shareholder or the Escrow Agent wishing to transfer any of the Company Shares needs to fill out and sign the share certificate and send the share certificate to the Company. The Company will then instruct a Dutch civil law notary to effect the transfer by a Dutch notarial deed. Upon completion of the transfer the Company will provide the relevant Shareholders or the Escrow Agent with new share certificates.
9.2 The Company Shares shall be characterised as "RESTRICTED SECURITIES" for purposes of Rule 144 under the Securities Act. As set out in Article 3.2 (g), the Company Shares are being issued to the Shareholder and the Escrow Agent in reliance on an exemption from registration under the Securities Act. All certificates representing the Company Shares shall have endorsed thereon a legend in substantially the following form: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE. THE COMPANY OF THESE SECURITIES REQUIRES AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN ADDITION, NO HEDGING TRANSACTION MAY BE CONDUCTED WITH RESPECT TO THESE SECURITIES UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH THE ACT. IN ADDITION, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS AS SET OUT IN THE SHAREHOLDERS AGREEMENT DATED [ ], 2000. "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A SHAREHOLDER AGREEMENT DATED AS OF [ ], 2000 AND THE TRANSFER AND VOTING THEREOF ARE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF SUCH AGREEMENT MAY BE OBTAINED AT THE PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY."
9.3 Any transfer of ordinary Shares by any Shareholder or the Escrow Agent to a third party in accordance with the provisions of this Article and article 10 of the Articles, shall be subject to the condition that the third party transferee, as of the date of transfer, becomes a party to this Agreement and is legally bound by the terms thereof, by ent...
Transfer of Company Shares. The Company’s shares may not be transferred or assigned without the approval of the board of directors. The board of directors shall not oppose a transfer of shares other than on reasonable grounds. A transfer or assignment of shares shall not be registered unless a written notice of such transfer or assignment was submitted to the Company, in a form to be determined by the board of directors.
Transfer of Company Shares. Upon the Closing Date, the following shall occur in the following order without any further act by any Person or any formality:
(a) Each Company Share outstanding upon the Closing Date shall be sold, transferred, conveyed, assigned and delivered by the Company Shareholder to Acquiror in exchange for one share of Acquiror Stock (such number, the "Exchange Ratio" and the Acquiror Stock issued, the "Exchange Shares").
(b) The name of each Person who is a Company Shareholder immediately prior to the Closing shall be removed from the stock register of the Company and Acquiror shall be recorded as the sole shareholder of the Company and shall be the legal and beneficial owner of all outstanding Company Shares free and clear of any Liens and the Company shall be a wholly owned subsidiary of Acquiror.
(c) The Company shall become a wholly owned subsidiary of Acquiror.
Transfer of Company Shares. No Holder shall sell, transfer, assign, pledge or otherwise dispose (a "Transfer") of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in such Holder's Company Shares except (i) if such Transfer does not, in the discretion of the Company's independent auditors, adversely effect the recapitalization accounting treatment of the transactions to be consummated as contemplated by the Recapitalization Agreement and (ii) pursuant to the provisions of this Section 4 or Section 5, or in a Public Sale; provided that in no event shall Holdings be permitted to Transfer more than 50% of the number of shares (as adjusted for any splits, consolidations or other similar transactions) of any class of Company Shares held by it immediately following the consummation of the transactions contemplated by the Recapitalization Agreement until the one year anniversary of the date hereof.
