Transfer Definition Example with 10 Variations

This page contains an example definition of Transfer, followed by definitions with minor variations. You can view the differences between the example and variations by selecting the "Show Differences" option.
Transfer. Shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other... than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). View More Arrow
Found in Bottomline Technologies (de), Inc. contract

Variations

Transfer. Shall shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in... any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More Arrow
Found in 2 Contracts from 2 Companies
Transfer. Shall shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in... each case other than this Agreement), Agreement); (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, Shares; or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), or (b). (b) above; provided, that liens on Covered Shares in favor of a bank or broker-dealer, in each case holding custody of Covered Shares in the ordinary course of business, shall not be considered a Transfer hereunder, provided that any transfer as a result of the exercise of remedies under such liens shall be deemed to be a Transfer. View More Arrow
Found in SEATTLE GENETICS INC contract
Transfer. Shall mean (a) (i) any direct or indirect offer, sale, assignment, encumbrance, gift, pledge, hypothecation, disposition, disposition or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any contract, option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, gift, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares (excluding,... for the avoidance of doubt, entry into this Agreement or any interest in any Covered Shares (in each case other than this Agreement), (b) the Merger Agreement or the Reverse Stock Split); or (ii) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy proxy, corporate representative appointment or power of attorney (other than this Agreement) (or other consent or authorization with respect to such Covered Shares, Shares), in each case, that is inconsistent with the provisions of this Agreement; or (c) (iii) any Contract agreement or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) sub-paragraphs (i) or (b). (ii). View More Arrow
Found in Wyndham Destinations contract
Transfer. Shall shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in... each case other than this Agreement), Agreement); (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, Shares; or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), or (b). (b) above; provided, that liens on Covered Shares in favor of a bank or broker-dealer, in each case holding custody of or otherwise lending against Covered Shares in the ordinary course of business, shall not be considered a Transfer hereunder ("Permitted Pledge"); provided, that the entry into a voting agreement, voting trust or similar arrangement shall not be deemed a Transfer if made in connection with an Acquisition Proposal and if the effectiveness thereof shall be conditioned on the valid termination of this Agreement and the Merger Agreement. View More Arrow
Found in Liberty Tax, Inc. contract
Transfer. Shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, short-sale, hedging transaction, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), otherwise, including by way of any derivative... transaction), of any Covered Shares or any voting power of or any interest (including economic interest) in any Covered Shares (in each case other than this Agreement), Agreement) or any part thereof, (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). (b); provided, that notwithstanding anything set forth herein to the contrary, the fact that any Covered Shares are held in a margin account or pledged pursuant to the terms thereof shall not be deemed a breach or violation of any representation, warranty or covenant contained herein. View More Arrow
Found in Tabula Rasa HealthCare, Inc. contract
Transfer. Shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law or otherwise), either voluntary or involuntary, transfer, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other voluntary transfer (by (including by merger, by testamentary disposition, by gift, by operation of law Law or... otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such any Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) the creation of any Lien, or (c) the entry into any Contract, swap, arrangement, or agreement creating any Lien, with respect to any Covered Shares (other than Permitted Liens), (d) the entry into any derivative or hedging arrangement with respect to any Covered Shares or any interest therein or (e) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b), (c) or (b). (d) above. View More Arrow
Found in 2 Contracts from GigCapital, Inc.
Transfer. Shall shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law or otherwise), involuntary of any Covered Shares or any interest in any Covered... Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). (b) above, unless the consummation of the offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, deposit or other transfer contemplated by such Contract or commitment is expressly conditioned on the execution of a written agreement, reasonably satisfactory in form and substance to Macaw and Eagle, by the transferee to be bound by all of the terms of this Agreement and conditioned upon the consummation of such transfer. View More Arrow
Found in Endo, Inc. contract
Transfer. Shall mean any (a) direct or indirect (including through the transfer of any Equity Securities in any direct or indirect holding or parent company of a Stockholder or through the issuance and redemption by any such holding or parent company of its Equity Securities) offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer (by operation of law Applicable Law, merger (regardless of which entity survives), consolidation or otherwise), either whether... voluntary or involuntary, or entry into any option option, Contract, arrangement, understanding or other Contract, arrangement or understanding commitment with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation of law Applicable Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) or similar arrangement with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction or Contract which is designed to (or would reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Contract Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or otherwise or (d) entry into any option, Contract, arrangement, understanding or commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More Arrow
Found in Asset Entities Inc. contract
Transfer. Shall shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, disposition, or other transfer (by operation of law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, arrangement or understanding Contract with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition or other transfer (by operation of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares... (in each case other than pursuant to this Agreement or the Deposit Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than pursuant to this Agreement or the Deposit Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, or (c) any Contract or legally binding commitment (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) or (b). View More Arrow
Found in Verona Pharma plc contract
Transfer. Shall mean (a) any direct or indirect offer, sale, assignment, encumbrance, pledge, hypothecation, tender in any tender or exchange offer, disposition, loan or other transfer (by operation of law Law or otherwise), either voluntary or involuntary, or entry into any option or other Contract, contract, commitment, obligation, arrangement or understanding with respect to any offer, sale, assignment, encumbrance, pledge, hypothecation, disposition disposition, loan or other transfer (by operation... of law Law or otherwise), of any Covered Shares or any interest in any Covered Shares (in each case other than this Agreement), (b) the deposit of such Covered Shares into a voting trust, the entry into a voting agreement or arrangement (other than this Agreement) with respect to such Covered Shares or the grant of any proxy or power of attorney (other than this Agreement) with respect to such Covered Shares, (c) entry into any hedge, swap or (c) other transaction, contract, commitment, obligation, arrangement or understanding which is designed to (or is reasonably expected to lead to or result in) a transfer of the economic consequences of ownership of any Contract Covered Shares, whether any such transaction is to be settled by delivery of Covered Shares, in cash or commitment otherwise, or (d) any contract, commitment, obligation, arrangement or understanding (whether or not in writing) to take any of the actions referred to in the foregoing clauses (a) (a), (b) or (b). (c) above. View More Arrow
Found in Metsera, Inc. contract
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