Transfer of the Securities. 1.1 On the Transfer Date (as defined below) Transferor shall transfer to Transferee and Transferee shall acquire, subject to all of the terms and conditions hereof, the Securities.
1.2 The transfer of the Securities as set forth on Annex A will take place on a mutually acceptable date (the “Transfer Date”).
1.3 At the Transfer, Transferor will deliver to the Transferee (a) Certificates for the Securities in negotiable form, free and clear of all liens, (b) a Stock Power duly endorsed in blank for the Securities, (c) instructions to LTC’s Transfer Agent for the transfer of the Securities to Transferee, and (d) corporate resolutions authorizing the transfer of the Securities (collectively the “Share Transfer Documents”).
Transfer of the Securities. (a) The Holder shall not: (i) transfer, assign, sell, gift-over, pledge or otherwise dispose of, or consent to any of the foregoing (each, a "Transfer") with respect to, any or all of the Securities or any right or interest therein; (ii) enter into any contract, option or other agreement, arrangement or understanding with respect to any Transfer; (iii) grant any proxy, power-of-attorney or other authorization or consent with respect to any of the Securities; (iv) deposit any of the Securities into a voting trust, or enter into a voting agreement or arrangement with respect to any of the Securities or (v) take any other action that would in any way restrict, limit or interfere with the performance of the Holder's obligations hereunder or the consummation of the transactions contemplated hereby or by the Merger Agreement.
(b) The Holder agrees to surrender to Cabot or Cabot OP, as applicable, or to the transfer agent for Cabot or Cabot OP, as applicable, certificates evidencing the Securities, and shall cause Cabot or Cabot OP, as applicable, or the transfer agent for Cabot or Cabot OP to place the following legend on any and all certificates evidencing the Securities:
(i) in the case of Cabot Common Shares: THE CABOT COMMON SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF ______________ __, 2001, BY AND AMONG CALWEST INDUSTRIAL PROPERTIES, LLC, ROOSTER ACQUISITION CORP., CABOT INDUSTRIAL TRUST, CABOT INDUSTRIAL PROPERTIES, L.P. AND THE HOLDER HEREOF. ANY TRANSFER OF SUCH CABOT COMMON SHARES IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
(ii) in the case of LP Units: THE PARTNERSHIP UNITS ISSUED TO LIMITED PARTNERS EVIDENCING OWNERSHIP IN CABOT INDUSTRIAL PROPERTIES, L.P. REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THAT CERTAIN SHAREHOLDER AGREEMENT, DATED AS OF ______________ __, 2001, BY AND AMONG CALWEST INDUSTRIAL PROPERTIES, LLC, ROOSTER ACQUISITION CORP., CABOT INDUSTRIAL TRUST, CABOT INDUSTRIAL PROPERTIES, L.P. AND THE HOLDER HEREOF. ANY TRANSFER OF SUCH PARTNERSHIP UNITS ISSUED TO LIMITED PARTNERS EVIDENCING OWNERSHIP IN CABOT INDUSTRIAL PROPERTIES, L.P. IN VIOLATION OF THE TERMS AND PROVISIONS OF SUCH AGREEMENT SHALL BE NULL AND VOID AND OF NO EFFECT WHATSOEVER.
Transfer of the Securities. At the Closing, the Sellers shall deliver to the Purchaser duly executed stock powers and other instruments of transfer in form and substance satisfactory to the Purchaser as are necessary to transfer the ownership of the Securities to the Purchaser in accordance with all applicable Legal Requirements. At the Closing, the Purchaser or its designee shall become the legal and beneficial owner of the Securities, which, as of the Closing, shall constitute all of the issued and outstanding securities of the Foreign Subsidiaries.
Transfer of the Securities. During the term of this Agreement, except as otherwise expressly provided herein, each Stockholder agrees that such Stockholder will not (a) tender into any tender or exchange offer or otherwise sell, transfer, pledge, assign, hypothecate or otherwise dispose of, or encumber with any Lien, any of the Securities, except for (i) transfers to any spouse of such Stockholder, or any trust or retirement plan or account for the benefit of such Stockholder, spouse or descendant; provided that any such transferee agrees in writing to be bound by the terms of this Agreement and (ii) transfers by operation of law provided that any such transferee shall be bound by the terms of this Agreement, (b) acquire any Securities (otherwise than in connection with a transaction of the type described in Section 5 or by exercising any options to acquire shares of Company Common Stock), (c) deposit the Securities into a voting trust, enter into a voting agreement or arrangement with respect to the Securities or grant any proxy or power of attorney with respect to the Securities, (d) enter into any contract, option or other arrangement (including any profit sharing arrangement) or undertaking with respect to the direct or indirect acquisition or sale, transfer, pledge, assignment, hypothecation or other disposition of any interest in or the voting of any Securities or any other securities of the Company, or (e) take any other action that would in any way destroy, diminish or impair the voting power or economic rights or other rights attributable to such Stockholder's Securities or restrict, limit or interfere with the performance of such Stockholder's obligations hereunder or the transactions contemplated hereby or which would otherwise diminish the benefits of this Agreement to Parent or Purchaser.
Transfer of the Securities. At the Closing, Seller shall deliver or cause to be delivered to Buyer the Securities free and clear of all restrictions upon transfer (other than restrictions under federal or state securities laws) liens, pledges, charges, and encumbrances of any kind.
Transfer of the Securities. There are no restrictions on subsequent transfers of the Securities under the laws of the Xxxxxxxx Islands or Greece.
Transfer of the Securities. The Securities may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee.
Transfer of the Securities. 12.3.1. ACS Canada will take all necessary steps and corporate proceedings to cause the ACS Canada Common Shares issued by ACS Canada to be duly and validly issued and delivered to the Fund at the Closing on the Date of Closing and the Over-Allotment Completion Date, as the case may be, free and clear of all Liens other than (i) the restrictions on transfer, if any, contained in the articles of ACS Canada and (ii) Liens, if any, granted by the Fund.
12.3.2. ACS Canada will take all necessary steps and corporate proceedings to cause the ACS Canada Notes issued by ACS Canada to be duly and validly created, issued and delivered to the Fund at the Closing on the Date of Closing, and the Over-Allotment Completion Date, as the case may be, free and clear of all Liens other than Liens, if any, granted by the Fund.
12.3.3. ACS Holdings will take all necessary steps and corporate or other proceedings to cause the ACS Holdings Membership Interests issued by ACS Holdings to be duly and validly issued and delivered to ACS InfoSource at the Closing on the Date of Closing, free and clear of all Liens other than (i) the restrictions on transfer, if any, contained in the limited liability company agreement of ACS Holdings and (ii) Liens, if any, granted by ACS InfoSource.
12.3.4. ACS Holdings will take all necessary steps and corporate or other proceedings to cause the ACS Holdings Note issued by ACS Holdings to be duly and validly created, issued and delivered to ACS InfoSource at the Closing on the Date of Closing, free and clear of all Liens other than Liens, if any, granted by ACS InfoSource.
12.3.5. The Company will take all necessary steps and corporate or other proceedings to cause the Company Membership Interests issued by the Company to be duly and validly issued and delivered to ACS Holdings at the Closing on the Date of Closing, free and clear of all Liens other than (i) the restrictions on transfer, if any, contained in the limited liability company agreement of the Company and (ii) Liens, if any, granted by ACS Holdings.
12.3.6. ACS Holdings will take all necessary steps and corporate or other proceedings to cause or permit good title to such of the Company Membership Interests owned by it to be duly and validly transferred and assigned to the Company at the Closing on the Date of Closing, free and clear of all Liens other than (i) the restrictions on transfer, if any, contained in the limited liability company agreement of the Company and (ii) Liens, if any,...
Transfer of the Securities. At the Closing, Seller shall deliver or cause to be delivered to Buyer free and 2 clear of all liens, claims and encumbrances a certificate or certificates representing the Securities duly registered in the name of Buyer.
Transfer of the Securities. Upon the delivery of the relevant instruments of transfer for the Securities by the Sellers and payment for the Securities as provided for in this Agreement, the Buyer will acquire good and valid title to all of the outstanding Securities, free and clear of all Liens.
