Transfer to Purchaser. If any security be given by Tenant to secure the faithful performance of all or any of the covenants of this Lease on the part of Tenant, Landlord may transfer and/or deliver the security, as such, to the purchaser of the reversion, in the event that the reversion be sold, and thereupon Landlord shall be discharged from any further liability in reference thereto.
Transfer to Purchaser. (a) Each Shareholder agrees that if the Offer is not completed or is terminated in each case due to the receipt by the Company or its shareholders of a Company Acquisition Proposal at a higher price per share than the initial Offer Price of $1.525 per share, then upon the Purchaser's election at any time within the Purchase Period set forth in this Section 6, such Shareholder shall sell all, but not less than all, of his or its Subject Shares to Purchaser at $1.525 per share. Purchaser shall send notice of its election to purchase the Subject Shares of each Shareholder (the "Purchase Notice") no later than 11:59 P.M. March 31, 2001 (the "Purchase Period"). The Purchase Notice shall specify a time (the "Closing Date") and place for the transfer of each Shareholder's Subject Shares which shall not be less than five (5) or more than twenty (20) days after the date of the Purchase Notice. At closing, Purchaser shall pay to each Shareholder the aggregate purchase price for his or its Subject Shares, by bank check or wire transfer of immediately available funds to accounts designated by each Shareholder no later than two days prior to the Closing Date, against delivery of the stock certificates representing the Subject Shares duly endorsed or accompanied by stock powers duly endorsed in blank with signatures medallion guaranteed. All Subject Shares shall be delivered free and clear of any and all liens, claims, encumbrances or restrictions. The obligation of each Shareholder to transfer the Subject Shares to Purchaser pursuant to this Section 6 shall continue in full force and effect during the Purchase Period despite the existence of a Company Acquisition Proposal.
(b) Each Shareholder agrees that such Shareholder will deliver to the Company, immediately after the execution hereof (or, in the event Subject Shares are acquired by a Shareholder subsequent to the date hereof, immediately after such acquisition), any and all certificates representing such Shareholder's Subject Shares in order that the Company may inscribe upon such certificates a legend confirming the Agreements contained herein. Upon receipt of such certificates the Company shall promptly inscribe the legend on certificates representing such Subject Shares, and deliver the same to such Shareholder, who will immediately thereafter or, if later, promptly upon commencement of the Offer, tender the same to the Depositary Agent engaged by Purchaser to facilitate the Offer.
Transfer to Purchaser. If any security be given by Lessee to secure the faithful performance of all or any of the covenants of this Lease on the part of Lessee, Lessor may transfer and/or deliver the security, as such, to the purchaser of the reversion, in the event that the reversion be sold, and thereupon Lessor shall be discharged from any further liability in reference thereto.
Transfer to Purchaser. When the Purchase Option has been exercised or expires unexercised or a portion of the Stock has been released from the Purchase Option, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Stock and shall deliver such certificate to Purchaser.
Transfer to Purchaser. A transfer of this Lease to one or more purchasers of a majority interest in Tenant shall be deemed a sublet under this Lease.
Transfer to Purchaser. If Tenant provides security fm the faithful performance of any of its covenants of the Lease, Landlord may transfer the security to a purchaser of the reversion, if the reversion be sold, and thereupon Landlord shall be discharged from any further liability in reference thereto.
Transfer to Purchaser. When the Repurchase Right has been exercised or expires unexercised or a portion of the Shares has been released from the Repurchase Right, upon Purchaser’s request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to Purchaser.
Transfer to Purchaser. A transfer of a controlling interest in CBOOKS, including any transfer of stock occurring in connection with an initial public offering of stock in CBOOKS.
Transfer to Purchaser. In the event Tenant elects to assign this --------------------- Lease, or sublease all or a portion of the Premises to an Affiliate or to an entity with which Tenant merges or consolidates, or to a purchaser of all or substantially all of the assets and/or stock of Tenant (as a going concern), where such sublease or assignment would result in a tenant (with different management personnel than that of Tenant) to occupy all or any portion of the Premises, Landlord shall be given prior written notice of such election, and an opportunity to review the financial condition of such entity or purchaser following said assignment or subletting, and the results of such review shall be communicated to Tenant as soon as reasonably possible following completion thereof, but in no event later than fifteen (15) business days after receipt of such financial information. In addition, Landlord shall have the right to require, if commercially reasonable under the circumstances, that said entity or purchaser deliver to Landlord a security deposit within thirty (30) days of written demand therefor. It shall be understood that if Tenant assigns or sublets all or a portion of the Premises to an Affiliate, the original Tenant named herein shall remain primarily liable under this Lease.
Transfer to Purchaser. A transfer of this Lease to one or more --------------------- purchasers of a majority interest in Tenant shall be deemed a sublet under this Lease unless Tenant is a corporation, the stock of which is listed on a national securities exchange (as such term is used in the Securities Exchange Act of 1934, as amended) or is publicly traded on the over the counter market and prices therefor are published daily on business days in a recognized financial journal.
