Deed of Transfer Sample Clauses

Deed of Transfer. The execution of the Deed of Transfer shall take place in conjunction with the signing of the Preferred Stock Purchase Agreement and the Option Purchase Agreement and this Deed of Adherence and Addendum shall be executed just prior to the Notary ex- ecuting the Deed of Transfer.

Deed of Transfer. On the Closing Date, the Parties shall execute the transfer of the Shares by entering into a notarial deed of transfer, substantially in the form of Annex 4.1 (the "Deed of Transfer"), before the Notary, and in accordance with applicable Laws and formalities in The Netherlands, it being understood that the Parties shall continue to be bound by all the provisions of this Agreement notwithstanding that some of these provisions may not be expressly reflected in the Deed of Transfer. It is also understood that, in case of discrepancies between this Agreement and the Deed of Transfer, the provisions of this Agreement shall prevail to the extent permitted by applicable Law.

Deed of Transfer. 2.2.1 At Closing, the Parties shall: (a) execute the Deed of Transfer, under which the Seller shall formally transfer to the Purchaser - and the Purchaser shall acquire from the Seller - the Quota, with legal and economic effect as of the Closing Date; and (b) execute such other instruments or documents and do such other things within the Parties’ control as are necessary, under applicable law, to transfer to the Purchaser good and marketable title to the Quota and to procure that the Purchaser be properly registered as owner of the Quota. 2.2.2 The provisions of the Deed of Transfer or such further instruments and documents shall not affect nor novate the agreements, covenants and understandings contained in this Agreement, which shall: (a) continue to be wholly and exclusively valid and enforceable between the Parties; and (b) prevail in case of any inconsistency with the terms of the Deed of Transfer or such other instruments or documents.

Deed of Transfer. The Seller shall enter into, and the Seller Parties shall use their respective commercially reasonable best efforts to cause OpenTV to enter into or cooperate with the entering into of a deed of transfer ("DEED OF TRANSFER") of the Dutch Lock-up Agreement with the Purchasers on or prior to the Closing, in the form attached hereto as EXHIBIT C (with such revisions reasonably agreed upon by the Parties), whereby the Seller, as transferor, shall transfer its legal relationship with OpenTV under the Dutch Lock-Up Agreement to the Purchasers, as transferees, in compliance with the applicable rules, regulations and policies of the Euronext Amsterdam stock exchange.

Deed of Transfer. The Deed of Transfer shall have been duly executed and delivered and be in full force and effect.

Deed of Transfer. Seller shall transfer title to and ownership of the HMK International Shares to Buyer, which transfer shall be effectuated by execution of the Deed of Transfer at the offices and in the presence of civil notary Xx. X. Holdinga (or her substitute), holding office at Xxxxxxxxxxxxxx 0000, 1077 ZZ Amsterdam, the Netherlands. HMK International shall acknowledge the transfer of the HMK International Shares by co-signing the Deed of Transfer.

Deed of Transfer. To Transferee:

Deed of Transfer. Whereas we, the undersigned, Chic Cosmetics Industries 1989 Ltd. (Private Company No. 511383648) (hereinafter: “The Transferor”) entered into an agreement (hereinafter: “The Agreement”) with Manuka Ltd. (Private Company No. 516179181) (hereinafter: “The Transferee”) under which it was inter alia agreed that we will provide services to the transferee which include the development of formulas (hereinafter: “The Formulas”) for the manufacture of various products (hereinafter: “The Products”); And whereas the parties agreed that the Transferor will transfer to the Transferee all the rights that the Transferor has in the intellectual property (as this term is defined below) (hereinafter: “The Intellectual Property”) with respect to the following product: [the name of the formula and the Ministry of Health License Number] (hereinafter: “The Product”) in a way that the intellectual property rights will be exclusively owned by the Transferee after the aforementioned execution of the transfer of rights; Therefore the Transferor transfers to the Transferee, to its successors, to its legal representatives and to all its replacements or successors the rights that the Transferor has or may have in the intellectual property, as far as it has the aforementioned rights (hereinafter: “The Transferred Rights”) including all the rights, the authorities, the confidentialities and the immunities which arise therefrom or are granted thereby, and all the applications for the registration of the intellectual property for the transferred rights that were or that may be submitted in the future in any country and/or jurisdiction whatsoever, and all the requests of distribution, innovations and requests of continuance therefor, along with all the preemptions that the Transferor has or may have with respect to the transferred rights and any registration that will be granted for the transferred rights and/or for the aforementioned requests – in a way that the Transferee will hold all the intellectual property rights after the transfer of the transferred rights to the Transferee. The Transferor hereby declares that it has the full right and the full authority to transfer the transferred rights and that it did not and will not enter into any agreement which contradicts this deed of transfer;

Deed of Transfer. 4.1.1. Upon completion of the steps set out in the aforesaid Clauses of this Schedule the Purchaser and the Sellers shall instruct the Notary to execute the Deed of Transfer. The Company shall acknowledge the transfer of the Shares by co-signing the Deed of Transfer. 4.1.2. Following the transfer of the Shares the Notary shall register the transfer of the Shares in the shareholders register and deliver the register to the Purchaser. 4.1.3. Upon the execution of the Deed of Transfer the Notary shall hold the Purchase Price for the sole benefit of the Sellers and shall transfer the Purchase Price for same day value to the following bank accounts designated by the Sellers in the following proportions: (A) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of Synergia, [which shall constitute payment of the part of the Purchase Price due to Synergia and full redemption of the shareholder loan granted by Synergia to the Company in accordance with Clause 3 above)]; (B) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*]; (C) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*]; (D) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*]; (E) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*]; (F) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*]; (G) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*]; (H) [*] % of the Purchase Price being an amount of USD [*] to bank account with number [*] in the name of [*].

Deed of Transfer. Upon receipt of all of the deliveries set forth in Section 1.3, Seller and Buyer shall instruct the Dutch Notary to execute the Deed of Transfer and, following the execution of the Deed of Transfer, update the shareholders’ register of Dutch Holdco and the information at the Dutch trade register and Dutch UBO register.