Transfer to the Company Sample Clauses

Transfer to the Company. (a) CVC hereby transfers to the Company, and the Company hereby accepts from CVC, all shares of Class B Stock held by CVC on the date hereof. (b) If at any time after the date hereof, other than following a Buyback Event, CVC holds or acquires any shares of Class B Stock (the “CVC Class B Stock”), including in accordance with Section 2.02, it shall transfer to the Company, and the Company shall accept from CVC, all such shares pursuant to subsection (c) below. (c) The closing of each such transfer (other than the transfer effected pursuant to Section 4.01(a), which shall take place simultaneously with the execution of this Agreement) shall take place at the principal place of business of the Company on such date as may be mutually agreed by CVC and the Company, but in no event later than the 30th day (or if such 30th day is not a Business Day, then on the next succeeding Business Day) following CVC’s receipt of the CVC Class B Stock (or, if the consent, approval or other action (or inaction) of any governmental authority is required to consummate such transfer, then in no event later than the 15th day following the date on which any such consent, approval or other action (or inaction) is obtained). At the closing, CVC shall deliver to the Company a certificate or certificates, if any, evidencing the shares of CVC Class B Stock to be transferred, duly endorsed for transfer to such party, along with an appropriate stock power or stock powers duly endorsed in blank and together with a certificate, in form and substance reasonably satisfactory to the Company, pursuant to which CVC shall represent and warrant to the Company that CVC is duly authorized and empowered to so transfer such shares of CVC Class B Stock and that the Company is receiving good and marketable title to such shares, free and clear of all Liens (other than restrictions contained herein or imposed by applicable securities laws). (d) Except as provided in Section 4.02 below, the Company shall not Transfer any shares of the CVC Class B Stock.
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Transfer to the Company. Each party:
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Transfer to the Company. If prior to the Bond Redemption Date the Trustee receives any request to register a transfer of any Bond or any interest in any Bond to the Company, the Trustee shall not register such transfer unless the Trustee is satisfied that the Company is permitted to repurchase such Bond in accordance with the terms of this Trust Deed and the Common Agreement.
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Transfer to the Company. Amounts transferred to the Company shall be treated as Deposits under Article IV of this Contract.
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Transfer to the Company. As of March 1, 1998, any Partner may send a written notice (the "Written Notice") to the other Partner or Partners, demanding that the assets and rights of the Partnership be transferred to the Company and if such notice is sent, the parties and the Partnership undertakes to, and will, within seven (7) days from the date the Written Notice is given: 1) Complete the Shareholders Agreement, Appendix O to this Agreement, by adding thereto the name of Ampal and/or of any Partner to whom Ampal's Partner Share or part thereof has been transferred in accordance with the provisions of this Agreement. 2) The Partners will sign the Shareholders Agreement and the Shareholders Agreement will become effective immediately. 3) Cause the Company to ratify and assume the Shareholders Agreement and the provisions this Article XIX. 4) Transfer on the third (3rd) day from the date on which the Written Notice is given (such third (3rd) day - the "Formation Day") to the Company all of their rights of ownership and interests in the Fixed Assets and the Additional Assets, the Contracts, the Licenses, the Operating Information pertaining to the Business (as those terms are defined in the Purchase and Sale Agreement), the additional licenses referred to in Section 7.2 of the Purchase and Sale Agreement, and any and all additional assets, rights, contracts and information that the Partnership may have or own or be party to at such time, provided however that no cash, accounts receivable or accounts payable shall be transferred to the Company. 5) In consideration for the transfer mentioned in Section 19.2 4) above, cause the Company to issue to Motorola 21,999,998 Ordinary Shares in the Company and to Ampal 10,999,999 Cumulative Participating Preferred Shares in the Company for no other consideration. 6) Appoint the Directors, General Manager, Finance Director and other senior managers of the Company as provided in the Shareholders Agreement.
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Related to Transfer to the Company

  • Successor to the Company The Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Company, expressly and unconditionally to assume and agree to perform the Company’s obligations under this Agreement, in the same manner and to the same extent that the Company would be required to perform if no such succession or assignment had taken place.

  • Notice to the Company The Option shall be exercised in whole or in part by written notice in substantially the form attached hereto as Exhibit A directed to the Company at its principal place of business accompanied by full payment as hereinafter provided of the exercise price for the number of Option Shares specified in the notice.

  • Repayment to the Company Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the Company cause to be published once in The New York Times or The Wall Street Journal (national edition) or send to each Holder entitled to such money, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company.

  • Consideration to the Company In consideration of the grant of the Option by the Company, the Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon the Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and the Participant.

  • Deliveries of the Company (a) Concurrently herewith, the Company is delivering to the Parent this Agreement executed by the Company. (b) At or prior to the Closing, the Company shall deliver to the Parent a certificate from the Company, signed by its Secretary or Assistant Secretary certifying that the attached copies of the Company’s Charter Documents and resolutions of the Board of Directors of the Company approving this Agreement and the Transactions, are all true, complete and correct and remain in full force and effect.

  • Successors to the Company The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Company or of any division or subsidiary thereof to expressly assume and agree to perform the Company’s obligations under this Agreement in the same manner and to the same extent that the Company would be required to perform them if no such succession had taken place.

  • Confirmation to the Company If acting as sales agent hereunder, the Agent will provide written confirmation to the Company no later than the opening of the Trading Day next following the Trading Day on which it has placed Shares hereunder setting forth the number of shares sold on such Trading Day, the corresponding Sales Price and the Issuance Price payable to the Company in respect thereof.

  • SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

  • To the Company The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 506. At least fifteen (15) days before such record date, the Trustee shall mail to each Holder and the Company a notice that states the record date, the payment date and the amount to be paid.

  • By the Company In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus relating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

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