Acquisition and Transfer Sample Clauses

Acquisition and Transfer. (a) Upon the terms and subject to the ------------------------ conditions of this Agreement, at the Closing on the Closing Date, SPC shall (i) assign, convey, transfer and deliver to SSCC the SPC Common Shares, free and clear of any pledges, liens, security interests, encumbrances or other charges or rights of others of any kind or nature; and (ii) pay to SSCC $700,000 (the "Cash Payment"). (b) The Cash Payment shall be paid by SPC by the wire transfer of immediately available federal funds for credit to SSCC to an account or accounts designated by SSCC in writing prior to the Closing Date.
AutoNDA by SimpleDocs
Acquisition and Transfer. 3 2.1 Transfer of Assets ...................................................... 3 2.2 Excluded Assets ......................................................... 5
Acquisition and Transfer. Acquisition and Transfer of Nu Skin Shares.....................13 SECTION 2.02. Consideration for Transfer of Nu Skin Shares...................13 SECTION 2.03. Calculation of Aggregate Number of Series A Preferred Shares...14 SECTION 2.04.
Acquisition and Transfer of the ProTrader LP Units and the ProTrader LLC Interest. In reliance upon the representations, warranties, covenants and agreements contained herein and upon the terms and subject to the conditions hereinafter set forth, at the Closing: (A) the Class A Unit Holders shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Class A Unit Holders, in each case free and clear of all Liens (other than Liens created by the terms of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or irrevocably waived upon the Closing) (i) all of the Class A Units and (ii) one hundred percent (100%) of the ProTrader LLC Membership Interests; (B) The Class B Unit Holders as of the Closing Date shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept such Class B Unit Holders, free and clear of Liens (other than Liens created by the terms of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or irrevocably waived upon the Closing) all of the Class B Units; (C) the Class C Units Holders shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Class C Unit Holders, free and clear of all Liens (other than Liens created by the terms of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or irrevocably waived upon the Closing), all of the Class C Units; (D) McEntire shall sell, assign, transfer, convey and deliver to Buyer, xxx Xxxxr shall purchase, acquire and accept from McEntire, free and clear of all Liens (other than Liens created by txx xxxxx of the ProTrader LP Partnership Agreement or the ProTrader LLC Limited Liability Company Agreement, as applicable, which, with respect to any holders (other than Buyer) of Units or ProTrader LLC Membership Interests as of or prior to Closing, shall be extinguished or i...
Acquisition and Transfer 

Related to Acquisition and Transfer

  • Succession and Transfer Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Recipient and their permitted successors, assigns and legal representatives.

  • PROMOTION AND TRANSFER 9:1 Employees may file requests, in writing, for promotion to the Working Xxxxxxx classification or for a Employees may file requests, in writing, for promotion to the Working Xxxxxxx classification or for a transfer to a new location in their present classification with the Office of the Company. Whenever a vacancy occurs, the Company will, before filling such vacancy, first give consideration to such requests and the following factors being sufficient give preference on the basis of seniority. (a) Company shall give consideration to applications for promotion and transfer to vacancies on the basis of seniority, ability, licenses, disciplinary history within the previous nine (9) months and qualifications. 9:2 Requests for promotion or transfer shall expire at the end of six (6) months from the time of receipt by Company unless the Company has within the six (6) month period, received a request for extension. If such request for promotion or transfer is offered and the employee refuses, the request becomes null and void and he/she shall resubmit his/her request no sooner than six (6) months after the original request. 9:3 Company may either promote a lower classification or transfer an employee in the same classification, if a job is not filled under Section 9:1. 9:4 Whenever a temporary vacancy occurs in any job classification, the Company may fill it by appointment. If practicable, the Company shall fill such vacancy with the senior qualified employee in the next lower classification within the headquarters. Temporary vacancies shall be those vacancies caused by the absence of an employee due to industrial injury, leave of absence, vacation or sick leave and additional jobs which the Company contemplates will be of ninety (90) days’ duration or less. 9:5 Whenever the Company establishes a new headquarters or additional crews, employees within that geographical division shall be notified a sufficient time in advance to enable them to file a request for transfer or promotion to the new headquarters or crew. The Supervisor in the geographical area will notify the area Business Representative of new crew locations. 9:6 Employees who accept a promotion to a new headquarters will indicate in writing that he understands that acceptance of the promotion establishes him in a new permanent headquarters without lodging.

  • Instruments of Conveyance and Transfer As soon as practicable after the Closing, SELLER shall deliver a certificate or certificates representing the Shares of SELLER to PURCHASER sufficient to transfer all right, title and interest in the Shares to PURCHASER.

  • Registration and Transfer (a) The Fiscal Agent shall maintain, as agent of the Issuer for the purpose, at its office in London, a register for (i) registering and maintaining a record of the aggregate holdings of all DTC Global Securities and the International Global Security, (ii) registering transfers between holders of the Global Securities, (iii) registering and maintaining a record of the aggregate holdings of all definitive registered Securities, (iv) registering transfers between holders of the definitive registered Securities and (v) registering and maintaining a record of any further issues of Securities pursuant to Section 9 of this Agreement and any subsequent transfers thereof. In addition, the Fiscal Agent will (i) maintain and promptly update the respective Schedules to the DTC Global Securities and the International Global Security, and (ii) ensure that the sum of the respective aggregate principal amounts shown by the latest entry in the respective Schedules to the DTC Global Securities and the International Global Security does not exceed $2,000,000,000, plus the aggregate principal amount of any additional Securities issued by the Issuer in accordance with Section 9 of this Agreement, at any one time. Upon presentation for the purpose at the said office of the Fiscal Agent of any Security duly endorsed by, or accompanied by delivery of a written instrument of transfer in form approved by the Fiscal Agent duly executed by, the registered holder of the Security, or the registered holder’s attorney thereunto duly authorized in writing, such Security shall be transferred upon such register and a new Security, bearing the guarantee of Japan in the form herein provided for, shall be authenticated and delivered in the name of the transferee. Transfers and exchanges of Securities shall be subject to such reasonable regulations as may be prescribed by the Issuer. Upon presentation for transfer or exchange of any Security in definitive form at any office of any transfer agent accompanied by a written instrument of transfer in a form approved by the Fiscal Agent duly executed by the registered holder or such registered holder’s attorney duly authorized in writing, such Security and written instrument shall be forwarded to the office of the Fiscal Agent. In addition, any transfer agent shall provide to Fiscal Agent such information as the Fiscal Agent may reasonably require in connection with the delivery by such transfer agent of Securities in the definitive form in exchange for other Securities. (b) When book-entry interests in Securities are to be transferred from the account of a DTC participant holding a beneficial interest in a DTC Global Security to the account of a Euroclear or Clearstream accountholder wishing to purchase a beneficial interest in an International Global Security, on the settlement date, the custodian of the DTC Global Security, initially Union Bank, N.A., will instruct the Fiscal Agent to: • decrease the amount of Securities registered in the name of the nominee of DTC and evidenced by the relevant DTC Global Security; and • increase the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, and evidenced by the International Global Security. Book-entry interests will be delivered free of payment to Euroclear or Clearstream as the case may be, for credit to the relevant accountholder on the first Business Day following the settlement date. (c) When book-entry interests in the Securities are to be transferred from the account of a Euroclear or Clearstream accountholder to the account of a DTC participant wishing to purchase a beneficial interest in a DTC Global Security, on the settlement date, the common depositary for Euroclear and Clearstream will: • transmit appropriate instructions to the custodian of the DTC Global Security, initially Union Bank, N.A., who will in turn deliver such book-entry interests free of payment to the relevant account of the DTC participants; and • instruct the Fiscal Agent to: • decrease the amount of Securities registered in the name of the nominee of the common depositary for Euroclear and Clearstream, and evidenced by the International Global Security; and • increase the amount of Securities registered in the name of the nominee of DTC and evidenced by the relevant DTC Global Security.

  • Repatriation and Transfer 1. Upon fulfillment of all tax obligations, each Contracting Party shall permit in good faith all transfers related to an investment to be made freely and without delay into and out of its territory. Such transfers include: (a) the initial capital and additional amounts to maintain or increase investment, (b) returns, (c) proceeds from the sale or liquidation of all or any part of an investment, (d) compensation pursuant to Article 6 and 7,

  • Payment and Transfer Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

  • Exchange and Transfer Upon surrender at the corporate trust office of the Warrant Agent, Warrant Certificates evidencing Warrants may be exchanged for Warrant Certificates in other denominations evidencing such Warrants and the transfer of Warrants may be registered in whole or in part; provided that such other Warrant Certificates shall evidence the same aggregate number of Warrants as the Warrant Certificates surrendered for exchange or registration of transfer. The Warrant Agent shall keep, at its corporate trust office, books in which it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates, upon surrender of the Warrant Certificates to the Warrant Agent at its corporate trust office for exchange or registration of transfer, properly completed and duly endorsed and duly signed by the registered holder or holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed (under the Medallion Program) by (a) a bank or trust company, (b) a broker or dealer that is a member of the NASD or (c) a member of a national securities exchange and accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant Agent. No service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. Whenever any Warrant Certificates are surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall mutually countersign and deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificate duly authorized and executed by the Company, as so requested. The Warrant Agent shall not be required to effect any exchange or registration of transfer that will result in the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. All Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company, evidencing the same obligations and entitled to the same benefits under this Agreement as the Warrant Certificates surrendered for such exchange or registration of transfer.

  • Assignments and transfer by Obligors No Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

  • CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER Section 801. Company May Consolidate, Etc.,

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!