Contemplated Transfer and Exercise of Option-Additional Selling Party Sample Clauses

Contemplated Transfer and Exercise of Option-Additional Selling Party. Seller has previously issued to Legendary Consulting, Inc. an option for such entity to purchase fifty percent (50%) of the membership interests in Seller. It is contemplated that Legendary Consulting, Inc. will, prior to or concurrent with Closing: (A) transfer and assign such option to its sole owner, Gra Xxxx Trust, a Georgia trust with Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, and Xxxxxx Xxxxxx, as co-trustees (“GKT”); (B) GKT shall subsequently transfer and assign such option to Eleven Strategic Investments Trust, a Nevada trust with 11 Advisors, LLC as trustee (“ESIT”); and (C) ESIT shall subsequently exercise such option and thereby obtain a fifty percent (50%) ownership interest in the Seller. Upon such transaction, ESIT shall execute a Joinder Agreement in form and substance satisfactory to Buyer whereby it shall: (i) become a party to this Agreement as a Member and Selling Party, and (ii) expressly become a Seller Indemnitor hereunder, and (iii) without limiting other obligations hereunder, agree to enter into the Non-Disclosure and Non-Compete Agreement.
AutoNDA by SimpleDocs

Related to Contemplated Transfer and Exercise of Option-Additional Selling Party

  • Release of Shares From Repurchase Option (a) 25% of the Shares shall be released from the Company’s repurchase option one year after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option two years after the date of this Agreement, 25% of the Shares shall be released from the Company’s repurchase option three years after the date of this Agreement, and the remaining 25% of the Shares shall be released from the repurchase option four years after such date, subject to Director continuing to be a Service Provider on such dates.

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Disposition of Warrant and Exercise Shares (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until:

  • Exercise of Rights; Purchase Price Expiration Date of ------------------------------------------------------ Rights. ------

  • Sale and Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust.

  • Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 48,077 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the “Purchased Shares”) for an aggregate purchase price of $25,000 and a per share purchase price of $0.52 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day).

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Company Shares Sale of Company Shares

Time is Money Join Law Insider Premium to draft better contracts faster.