Insider Stock Transfers Sample Clauses

Insider Stock Transfers. (a) In consideration of the agreement set forth in Section 1 hereof, the Insider (or its designees) will, immediately after the closing of a Business Combination (“Closing”), transfer to the Holder an aggregate of _____ shares of the Company’s Class A common stock (“Founder Shares”) beneficially owned by it (or its designees) if such Non-Redeemed Shares are not redeemed at the Meeting. The Founder Shares shall be re-issued in the name of the Holder either in physical certificate form or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System, as directed by the Holder.
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Insider Stock Transfers. In consideration of the purchases made by the Purchaser pursuant to this Agreement, if the Acquisition Proposal is approved and the transactions contemplated by the Acquisition Agreement are consummated, certain Insiders will transfer to the Purchaser up to 100,000 shares of the Company’s common stock, with 25,000 such shares transferred to the Purchaser from Xxxxxxx Xxxxxxxx at the time of the consummation of the transactions contemplated by the Acquisition Agreement. The remaining 75,000 of such shares, 37,500 of which shall be transferred from each of Xxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxx, shall be transferred upon their release from escrow pursuant to the terms of an escrow agreement to be entered into upon the consummation of the transactions contemplated by the Acquisition Proposal providing for the release of such shares to the Purchaser if the price of the Company’s common stock equals or exceeds $11.50 per share for 20 out any 30 consecutive trading days during the period ending on the fifth anniversary of the closing of the transactions contemplated by the Acquisition Agreement. If the condition described in the preceding sentence is not satisfied, the 75,000 escrowed shares shall be canceled with no further obligation on the part of the Insiders or the Company. Such shares so transferred shall be unencumbered and, except as provided in the Lock-Up Agreements described below, shall be freely tradable by the Purchaser except for restrictions imposed by federal and state securities laws. Each Insider represents and warrants, with respect to himself only, that he is the beneficial owner of at least the number of shares that he is obligated to transfer pursuant to this Section 4 and that he has owned such shares since the time they were placed in escrow pursuant to Lock-Up Agreements dated February 21, 2006 between each Insider and BB&T Capital Markets, a Division of Xxxxx & Xxxxxxxxxxxx, Inc. The Purchaser acknowledges that, notwithstanding the transfer of such shares to the Purchaser, such shares remain subject to the provisions of such Lock-Up Agreements. Such shares will be entitled to registration rights pursuant to the Registration Rights Agreement dated February 21, 2006 (the “Registration Rights Agreement”) between the Company and the founders. Notwithstanding anything to the contrary in the Registration Rights Agreement, at any time after six months after the transfer of the shares transferred to the Purchaser pursuant to this Section 4, the...
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Insider Stock Transfers. In consideration of the agreements set forth in Section 1 hereof:
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Insider Stock Transfers. (a.) In consideration of the agreement set forth in Section 1 hereof, the Insider (or its designees) will, immediately after the Closing, transfer to the Holder the Transferred Founder Shares beneficially owned by it (or its designees) if the Acquired Shares are acquired and not redeemed before the Closing. The Transferred Founder Shares shall be re-issued in the name of the Holder either in physical certificate form or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System, as directed by the Holder.
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Insider Stock Transfers. In consideration of the agreements made by the Purchasing Group pursuant to this Agreement, if (i) the Purchasing Group purchases the Purchased Shares, (ii) such Purchased Shares are voted in favor of the Acquisition Proposal without a corresponding request for conversion of such shares into cash, (iii) the Acquisition Proposal is approved and (iv) the transactions contemplated by the Acquisition Agreement are consummated, the Insiders will, promptly after the closing of the Acquisition, transfer to the Purchasing Group their pro-rata portion of up to 120,000 ordinary shares (“Founder Shares”) of the Company beneficially owned by them. The Founder Shares shall be re-issued in the name of the Purchasing Group either in physical certificate form or electronically using Depository Trust Company’s DWAC (Deposit Withdrawal at Custodian) System as directed by the Purchasing Group.
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Related to Insider Stock Transfers

  • Stock Transfers Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

  • Rights as Stockholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive any dividend or other distribution with respect to such Company Common Stock with a record date occurring prior to the Effective Time and the consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company or the Surviving Corporation of shares of Company Common Stock.

  • Rights as Shareholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the Merger Consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

  • Stock Transfer Books At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of the Company Common Stock thereafter on the records of the Company.

  • Surrender of Shares; Stock Transfer Books (a) Prior to the Effective Time, Parent shall designate a bank or trust company reasonably satisfactory to XETA to act as agent (the “Exchange Agent”) for the holders of Common Shares in connection with the Merger to receive the Merger Consideration to which holders of Common Shares shall become entitled pursuant to Section 1.6. At or prior to the Effective Time, Parent shall deposit with the Exchange Agent, in trust for the benefit of the holders of Common Shares, for payment by the Exchange Agent in accordance with this Article I, the cash necessary to pay to the holders of the Common Shares converted into the right to receive Merger Consideration (the “Exchange Fund”). The Exchange Agent, pursuant to irrevocable instructions consistent with the terms of this Agreement, shall deliver such cash to be paid pursuant to Section 1.6 out of the Exchange Fund, and the Exchange Fund shall not be used for any other purpose whatsoever. The Exchange Fund shall be invested by the Exchange Agent as directed by the Surviving Corporation; provided, however, that such investments shall be in obligations of or guaranteed by the United States of America or of any agency thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation, respectively, or in deposit accounts, certificates of deposit or banker’s acceptances of, repurchase or reverse repurchase agreements with, or Eurodollar time deposits purchased from, commercial banks with capital, surplus and undivided profits aggregating in excess of $500 million (based on the most recent financial statements of such bank which are then publicly available at the Securities and Exchange Commission (“SEC”) or otherwise); provided further, that any net profits from, or interest or income produced by, such investments shall be payable as directed by Parent; provided, further, that no loss on any investment made pursuant to this Section 1.8 shall affect the Merger Consideration payable to the holders of Common Shares and, following any losses, Parent shall promptly provide additional funds to the Exchange Agent for the benefit of the shareholders of XETA in the amount of any such losses.

  • Stock Transfer The Purchaser is aware that stop-transfer instructions will be given to the transfer agent of the common stock of the Corporation to prevent any unauthorized or illegal transfer of the Shares.

  • Closing of Stock Transfer Books (a) The stock transfer books of Seller shall be closed at the end of business on the business day immediately preceding the Closing Date. In the event of a transfer of ownership of Seller Common Stock that is not registered in the transfer records prior to the closing of such record books, the Merger Consideration issuable or payable with respect to such stock may be delivered to the transferee, if the Certificate or Certificates representing such stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and all applicable stock transfer taxes are paid.

  • Stock Transfer Restrictions UTEK acknowledges that the MTKN Shares will not be registered and UTEK will not be permitted to sell or otherwise transfer the MTKN Shares in any transaction in contravention of the following legend, which will be imprinted in substantially the following form on the stock certificate representing MTKN Shares: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

  • Stock Transfer Records As soon as practicable after the effective exercise of all or any part of the Option, Participant shall be recorded on the stock transfer books of the Company as the owner of the shares purchased, and the Company shall deliver to Participant one or more duly issued stock certificates evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the Company.

  • Registration of Common Stock Cashless Exercise at Companys Option 7.4.1 Registration of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement registering, under the Securities Act, the issuance of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value. Solely for purposes of this Section 7.4.1, “

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