Transfer of Preferred Stock. All legal instruments and other documents required for the Purchaser to effect the transfer of the Preferred Stock to the Selling Shareholder free and clear of all liens and encumbrances shall have been duly executed.
Transfer of Preferred Stock. The Noteholder acknowledges that the shares of Preferred Stock are restricted securities and in addition to the restriction contained in Section 4.01 may be transferred only pursuant to: (a) an effective registration statement under the Securities Act and applicable state securities laws pertaining to such securities or an available exemption therefrom; and (b) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available.
Transfer of Preferred Stock. 26 5.17 Maintenance of Liquidity.........................................26 Section 6. Conditions Precedent to Closing....................................26
Transfer of Preferred Stock. Each certificate representing Preferred Stock shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE STOCKHOLDERS AGREEMENT DATED AS OF MAY 7, 1999, AS AMENDED, BY AND AMONG FIBERNET TELECOM GROUP, INC. AND THE STOCKHOLDERS LISTED THEREIN. SUCH AGREEMENT, AS AMENDED, RESTRICTS THE TRANSFER OF THESE SECURITIES FOR A PERIOD OF ONE YEAR FROM THEIR ORIGINAL DATE OF ISSUANCE. NO TRANSFER OF THESE SECURITIES SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED."
Transfer of Preferred Stock. It shall be the intention of the parties to the Escrow Agreement that each Equity Creditor of the Company shall be entitled to receive from the Escrow Account an amount in dollars equal to the number of such creditor's shares of preferred stock, and that upon an Equity Creditor's receipt of any payments from the Escrow Account, such Equity Creditor shall automatically sell that number of shares of preferred stock to New Scottsdale equal to the amount of the corresponding payment received by such creditor. For example, upon an Equity Creditor's receipt of $10,000 from the Escrow Account, such creditor shall automatically sell 10,000 shares of its preferred stock to New Scottsdale. If an Equity Creditor holds shares of Series S and Series B Stock, the automatic sale provision shall apply first to the Series S Stock and then to the Series B Stock. For example, the first $200,000 received by Transcap from the Escrow Account shall result in the automatic sale of all 200,000 shares of Transcap's Series S Stock to New Scottsdale, and Transcap's subsequent receipt of an additional $137,243 from the Escrow Account shall result in the sale of all 137,243 shares of Transcap's Series B Stock to New Scottsdale.
Transfer of Preferred Stock. Following the consummation of the Merger and the Closing, Echelon shall distribute (as defined in Code Section 351(c)) the shares of Preferred Stock received by Echelon as set forth on Schedule XVIII to Parent (as defined in the Merger Agreement).
Transfer of Preferred Stock. If and whenever shares of Preferred Stock and Common Stock are sold or transferred by any Investor, pursuant to the provisions of that certain Amended and Restated Right of First Refusal and Co-Sale Agreement dated as of April 8, 2005, the selling Investor shall do all things and execute and deliver all documents, and cause any transferee of the Preferred Stock or Common Stock, as the case may be, to do all things and execute and deliver all documents, as may be necessary to cause the transferee to be bound by the terms and conditions of this Agreement applicable to the Investors, and any such shares so sold shall continue to be subject to the obligations imposed on the holder of such shares by this Agreement.
Transfer of Preferred Stock. A Holder may assign some or all of the Preferred Stock and the accompanying rights hereunder held by such Holder without the consent of the Corporation; provided that such assignment is in compliance with applicable securities laws.
Transfer of Preferred Stock. The parties hereto agree that any holder of Preferred Stock may transfer the Preferred Stock held by it to any Person, provided (a) such Person or any of its Subsidiaries, Affiliates, divisions, or business units does not engage in any line of business that competes in any manner with the Corporation or Argo-Tech, and (b) the proposed transferor provides written notice of such proposed disposition of the Preferred Stock to the Corporation not less than five (5) Business Days prior to any such disposition. The Corporation hereby agrees to provide copies of such notice to the other holders of Preferred Stock and to the holders of Common Stock.
Transfer of Preferred Stock. Except with the prior written consent of FIBS which consent shall not be unreasonably withheld, and provided First Western has complied with all transfer restrictions set forth in this Agreement, the Preferred Stock or otherwise required by applicable Securities Laws, prior to the full and final satisfaction of, and termination of, the indemnification obligations of First Western under this Agreement and the satisfaction of all Set-Off Amounts, neither First Western nor any permitted successor shall sell, assign, transfer, pledge, grant a security interest in or otherwise dispose of any right, title or interest in or to the FIBS Securities, including, without limitation, any distribution by First Western or any permitted successor to or for the benefit of any First Western shareholder. Without limiting the foregoing, as a condition to the consent of FIBS, FIBS may in its discretion require any transferee or other successor to First Western in or to the FIBS Securities to execute and deliver documents or instruments necessary or appropriate in the judgment of FIBS (a) for the compliance with any Law including, without limitation, the Securities Laws, or (b) relating to the right of setoff or other remedy of FIBS with respect to the Preferred Stock.
