Transfer of Outstanding Shares Sample Clauses

Transfer of Outstanding Shares. New Horizon Transfer Inc is hereby authorized to accept for transfer any outstanding certificates representing the Company’s stock covered by this appointment, and to issue and countersign new certificates in place thereof except that New Horizon Transfer Inc may refuse to transfer such certificate if it in good faith believes that the certificate, when surrendered for transfer, is not validly or genuinely endorsed or is otherwise not in compliance with law. New Horizon Transfer Inc reserves the right to refuse to transfer shares until it is satisfied that the requested transfer is legally authorized or for any reason not permitted by law. New Horizon Transfer Inc may, in effecting transfers, rely upon Simplification Acts or the Uniform Commercial Code, which it believes may protect New Horizon Transfer Inc and the Company in not requiring complete documentation. In cases in which New Horizon Transfer Inc is not directed or otherwise required to maintain the consolidated records of stockholders’ accounts, New Horizon Transfer Inc shall not be liable for any loss, which may arise by reason of not having such records where it has exercised ordinary diligence. New Horizon Transfer Inc shall be under no duty to use a greater degree of diligence by reason of not having such records.
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Transfer of Outstanding Shares. AST is hereby authorized to accept for transfer any outstanding certificates representing the Company's stock covered by this Agreement, and to issue and countersign new certificates in place thereof, except that AST may refuse to transfer such certificate if it in good faith believes that the certificate, when surrendered for transfer, is not validly or genuinely endorsed or is otherwise not valid. AST incurs no liability and assumes no responsibility with respect to the transfer of restricted securities when Company's counsel advised AST that such transfer may be properly effected. AST reserves the right to refuse to transfer shares until it is satisfied that the requested transfer is legally authorized and it shall incur no liability for the refusal in good faith to make transfers which it, in its judgment, believes may be improper, unauthorized or for any other reason not permitted by law. AST may, in effecting transfers, rely upon the Securities Act of 1933, the Securities Exchange Act of 1934, any state securities law, and rules and regulations promulgated pursuant to such laws, the Simplification Acts or the Uniform Commercial Code in transferring or refusing the transfer of any securities, included but not limited to provisions relating to adverse claims. In cases in which AST is not directed or otherwise required to maintain the primary records of stockholders' accounts (i.e., co-transfer agent), AST shall not be liable for any loss which may arise by reason of not having such records where AST has exercised ordinary diligence. AST shall be under no duty to use a greater degree of diligence by reason of not having such records.
Transfer of Outstanding Shares. President’s Stock Transfer Inc is hereby authorized to accept for transfer any outstanding certificates representing the Company’s stock covered by this appointment, and to issue and countersign new certificates in place thereof except that President’s Stock Transfer Inc may refuse to transfer such certificate if it in good faith believes that the certificate, when surrendered for transfer, is not validly or genuinely endorsed or is otherwise not in compliance with law. President’s Stock Transfer Inc reserves the right to refuse to transfer shares until it is satisfied that the requested transfer is legally authorized or for any reason not permitted by law. President’s Stock Transfer Inc may, in effecting transfers, rely upon Simplification Acts or the Uniform Commercial Code, which it believes may protect President’s Stock Transfer Inc and the Company in not requiring complete documentation. In cases in which President’s Stock Transfer Inc is not directed or otherwise required to maintain the consolidated records of stockholders’ accounts, President’s Stock Transfer Inc shall not be liable for any loss, which may arise by reason of not having such records where it has exercised ordinary diligence. President’s Stock Transfer Inc shall be under no duty to use a greater degree of diligence by reason of not having such records.
Transfer of Outstanding Shares. Securities Transfer Corporation is hereby authorized to accept for transfer any outstanding certificates representing the Company's stock covered by this appointment, and to issue and countersign new certificates in place thereof, except that Securities Transfer Corporation may refuse to transfer such certificate if it in good faith believes that the certificate, when surrendered for transfer, is not validly or genuinely endorsed or is otherwise not in compliance with law. Securities Transfer Corporation reserves the right to refuse to transfer shares until it is satisfied that the requested transfer is legally authorized and it shall incur no liability for the refusal in good faith to make transfers which it, in its judgment, believes may be improper, unauthorized or for any reason not permitted by law. Securities Transfer Corporation may, in effecting transfers, rely upon Simplification Acts or the Uniform Commercial Code which it believes may protect Securities Transfer Corporation and the Company in not requiring complete documentation. In cases in which Securities Transfer Corporation is not directed or otherwise required to maintain the consolidated records of stockholders' accounts, Securities Transfer Corporation shall not be liable for any loss which may arise by reason of not having such records where it has exercised ordinary diligence. Securities Transfer Corporation shall be under no duty to use a greater degree of diligence by reason of not having such records.

Related to Transfer of Outstanding Shares

  • Outstanding Shares On the Closing Date, Pubco shall have no more than 55,000,000 common shares issued and outstanding in the capital of Pubco after giving effect to issuance of the Pubco Shares and the share cancellations described in this Agreement.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where: A = the number of votes for the election of all directors generally attaching to the Voting Shares Beneficially Owned by such Person; and B = the number of votes for the election of all directors generally attaching to all outstanding Voting Shares. Where any Person is deemed to Beneficially Own unissued Voting Shares, such Voting Shares shall be deemed to be outstanding for the purpose of calculating the percentage of Voting Shares Beneficially Owned by such Person.

  • 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.

  • Securities Owned by Issuer Deemed Not Outstanding In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.

  • 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.

  • Outstanding Stock All issued and outstanding shares of capital stock and equity interests in the Company have been duly authorized and validly issued and are fully paid and non-assessable.

  • Securities Owned by Company Deemed Not Outstanding In determining whether the holders of the requisite aggregate principal amount of Securities have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Company or any other obligor on the Securities or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any other obligor on the Securities shall be disregarded and deemed not to be outstanding for the purpose of any such determination; provided that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver, only Securities which the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as outstanding for the purposes of this Section 7.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Securities and that the pledgee is not the Company or any such other obligor or person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company or any such other obligor. In the case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee.

  • Sale and Transfer of Shares On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.

  • Outstanding Warrants The Warrants outstanding at any time are all Warrants evidenced on all Warrant Certificates authenticated by the Warrant Agent except for those canceled by it and those delivered to it for cancellation. A Warrant ceases to be outstanding if the Company or an Affiliate of the Company holds the Warrant. If a Warrant Certificate is replaced pursuant to Section 2.06, the Warrants evidenced thereby cease to be outstanding unless the Warrant Agent and the Company receive proof satisfactory to them that the replaced Warrant Certificate is held by a bona fide purchaser.

  • 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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