Transfer of Purchase Rights Sample Clauses

Transfer of Purchase Rights. The Purchase Rights of each Purchaser under this Section 9 may be transferred to any Purchaser Permitted Transferee; provided, that any such Purchaser Permitted Transferee shall furnish the Company a written agreement, satisfactory to the Company, to be bound by and comply with all provisions of this Agreement as if such Purchaser Permitted Transferee were a Purchaser.
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Transfer of Purchase Rights. The Purchase Rights of each Investor under this Article VII may be transferred to any Affiliate of such Investor.
Sample 1
Transfer of Purchase Rights. The Purchase Rights of each Holder with respect to any offer of Equity Securities under this Section 11 may be transferred to any Affiliate of such Holder. Any transferee to whom rights under this Agreement are transferred shall (i) as a condition to such transfer, deliver to the Company a written instrument by which such transferee agrees to be bound by the obligations imposed upon Holders under this Agreement to the same extent as if such transferee were a Holder under this Agreement and (ii) be deemed to be a Holder hereunder and either an Investor or Key Holder, as determined by the status of the Holder transferring shares to such transferee.
Sample 1
Transfer of Purchase Rights. The Purchase Rights of each Investor under this Article III may be transferred to any Affiliate of such Investor or in connection with a Transfer of Shares made in compliance with the provisions of Article IV hereof; provided, that any such Affiliate transferee shall furnish the Company and the Investors with a written agreement, reasonably satisfactory to the Investors, to be bound by and comply with all provisions of this Agreement as if such Affiliate transferee were an Investor or an Excluded Investor, as the case may be.
Sample 1
Transfer of Purchase Rights. Subject to the satisfaction of the conditions set forth in Section 3, on the Delivery Date for each Aircraft (except as provided in Section 2.8), Assignor shall assign to Assignee (a) all of Assignor's right, title and interest under the Forward Purchase Agreement with respect to such Aircraft and (b) Assignor's obligation under the Forward Purchase Agreement to pay the JFS Purchase Price for such Aircraft, and Assignee shall accept such assignment and shall purchase such Aircraft from JFS pursuant to the Forward Purchase Agreement, except that the Assignor hereby reserves and does not transfer its right, title and interest in any indemnities, insurance proceeds or other payments under the Forward Purchase Agreement in favor of the Assignor relating to any Aircraft to the extent that such indemnities, insurance proceeds or payments were paid, accrued in favor of or became payable to Assignor prior to the Delivery Date for such Aircraft (collectively, and individually for each Aircraft, the "Reserved Rights"). In consideration for the assignment to Assignee of such rights, title, interest and obligation for all Aircraft other than Aircraft sold pursuant to Section 2.8, and in consideration for the sale by Assignor of the Aircraft covered by Section 2.8, Assignee shall pay the Total Purchase Price in accordance with the terms of this Agreement. Except for the obligation to pay the JFS Purchase Price, Assignee shall not be liable for any of the obligations or duties of Assignor under the Forward Purchase Agreement, all of which obligations (including the obligations pursuant to Section 12(b) of the Forward Purchase Agreement) shall be retained by Assignor. Assignor and Assignee expressly acknowledge and agree for the benefit of JFS that Assignor shall remain fully liable to perform all of the duties and to fulfill all of the obligations of Assignor under the Forward Purchase Agreement (i) to the extent Assignee is relieved of its obligations hereunder by virtue of a default by Assignor to perform its obligations hereunder or (ii) that have not been expressly assigned to Assignee hereunder or expressly assumed by JFS in the Consent and Agreement.
Sample 1
Transfer of Purchase Rights. The Purchase Rights of the Investor under this Section C may only be transferred to any Permitted Transferee; provided, that any such Permitted Transferee complies with the requirements of Section D.1(b).
Sample 1

Related to Transfer of Purchase Rights

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Shares Shares shall be transferable 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 as may reasonably be required. 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 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 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 Shares as the holder of such 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.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • ISSUANCE AND TRANSFER OF SHARES 1. The Bank will issue Share certificates upon receipt of a Certificate from an Officer, but shall not be required to issue Share certificates after it has received from an appropriate federal or state authority written notification that the sale of Shares has been suspended or discontinued, and the Bank shall be entitled to rely upon such written notification. The Bank shall not be responsible for the payment of any original issue or other taxes required to be paid by the Customer in connection with the issuance of any Shares.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Transfer of Stock Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

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