OPTION SHARE TRANSFER Clause Samples

OPTION SHARE TRANSFER. 6.1. Relying on the respective Seller Warranties, the Target Warranties and the Acquirer Warranties, the Parties have agreed to the sale and purchase of the Respective Option Shares by each of the Option Sellers to the Acquirer, free and clear from all Encumbrance and together with all rights, title, interest and benefits appertaining thereto, in each case, in accordance with the terms of this Agreement. 6.2. The consideration for the transfer of the Respective Option Shares by the Option Sellers to the Acquirer shall be payable by the Acquirer to the Option Sellers through either of the following methods, at the sole discretion of the Option Sellers with respect to themselves only: 6.2.1. By allotment of the Respective OS Subscription Shares to the relevant Option Sellers, free and clear from all Encumbrances and together with all rights, title, interest and benefits appertaining thereto, in each case, in accordance with the provisions of Clause 6.4 (Swap Option) of this Agreement; or 6.2.2. By any other mechanism or structure which is mutually agreed between the Option Sellers and the Acquirer, and which is permissible in terms of Applicable Law (the “OS Alternative Option”). 6.3. Any time after the issuance of the Acquirer CP Completion Notice 1 in accordance with Clause 4.2 (Acquirer Conditions Precedent to NR Cash Closing), the Option Sellers shall intimate to the Acquirer in writing of his/her decision to transfer the Respective Option Shares and receive consideration through either of the methods set out in Clause 6.2 above (“OS Consideration Intimation”) provided that the closing for Option Shares Transfer shall take place concurrently with the NR Closing only if the Transfer of the Respective Option Shares is proposed to be transferred to the Acquirer and completed pursuant to the Swap Option. The Option Sellers shall have the option to make the Share Swap Application and shall be entitled to opt for the Swap Option pursuant to Clause 6.2.1 only in the event the RBI Approval has been obtained pursuant to the Share Swap Application made by the relevant Option Seller, if such approval is required under Applicable Law.
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OPTION SHARE TRANSFER. (a) All Option Shares issuable upon exercise of this Option will be freely transferable subject to registration pursuant to the Registration Rights Agreement and compliance with applicable securities Laws. Subject to the Registration Rights Agreement, the Company will take all action necessary to ensure all Option Shares are, upon issuance hereunder, freely transferrable by the holder thereof. Compliance by the Company with its obligations under the Registration Rights Agreement and the other provisions of this Option will satisfy the Company’s obligations under this Section 5.3(a). (b) Upon request of a Holder of Option Shares, the Company will use reasonable best efforts to assist such Holder in any sale of all or any portion of any Option Shares owned by such Holder (a “Share Resale”) under the Securities Act in accordance with applicable securities Laws, including any sale under any of Rule 144, Rule 144A or Regulation S promulgated under the Securities Act, including (i) maintaining the Option Shares’ inclusion in the book entry settlement system of DTC, (ii) complying with all obligations set forth in the Company’s representations letter to DTC relating to such inclusion and (iii) maintaining appropriate CUSIP numbers for the Option Shares. The Company will cooperate with and assist each such holder in connection with any Share Resale by such Holder, including by (A) providing direct contact between its senior management and advisors and prospective purchasers, (B) responding to reasonable inquiries of, and providing answers to, prospective purchasers, (C) providing assistance in completion of the prospective purchasers’ reasonable due diligence review, (D) hosting one or more meetings of prospective purchasers at the Company’s facilities or such other location selected by the Company (provided that the Company shall not be required to host more than two of such meetings with respect to any single prospective purchaser) and (E) providing all reasonable information and access required or advisable to comply with applicable securities Laws. (c) Any certificate representing Option Shares issued during the applicable one-year holding period required by Rule 144 (the “Rule 144 Holding Period”) will bear a customary restrictive legend, and will be subject to the restrictions set forth therein (provided, that that the Company will use its reasonable best efforts to remove such legend once the Rule 144 Holding Period has lapsed or as is otherwise available i...
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OPTION SHARE TRANSFER. The Acquirer shall have no liability to determine the manner of distribution of such cash consideration and share consideration amongst the Sellers pursuant to the calculation determined in SCHEDULE 2.
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OPTION SHARE TRANSFER. (a) The transfer of the Option Shares pursuant to the exercise of an Option hereunder (the "TRANSFER") shall occur forty-five (45) days after the date that the applicable Notice of Alliance Option Exercise or Notice of Seller Option Exercise is delivered unless such transfer is sooner consummated by the parties hereto by mutual consent or by reason of the purchase of the Option Shares under SECTION 3(B) with shares of Alliance Stock. (b) A closing shall be held at a mutually convenient time and place on the date the Transfer is to occur (or the immediately succeeding business day) and the parties shall execute and deliver the following documents and instruments: (i) a Stock Transfer Agreement, dated as of the date of such Transfer, substantially in the form of EXHIBIT C hereto, shall be executed by each of Alliance and the Seller; (ii) the Seller shall deliver to Alliance the certificates evidencing the Option Shares duly endorsed for transfer to Alliance accompanied by signed written instructions to Metracor to transfer the Option Shares to Alliance as record holder on the books and records of Metracor; and (iii) Alliance shall deliver by wire transfer to an account furnished to Alliance by Seller the aggregate Cash Price to be paid in consideration for the Option Shares, unless Alliance has determined to effect the Transfer by issuing shares of Alliance Stock utilizing the then current Share Ratio, in which case Alliance shall deliver certificates evidencing such shares. (c) The Transfer shall be deemed to have been consummated immediately prior to the close of business on the date provided above in SECTION 4(a) above. Accordingly, Alliance shall be treated for all purposes as the holder of record of Option Shares as of the close of business on such date and Seller shall be treated for all purposes as the holder of the number of shares of Alliance Stock being issued thereto, if any, in consideration for the Option Shares. Except for rights enjoyed by Alliance in any voting, shareholders' rights or other related agreement executed by the Seller (among others), Alliance shall not be entitled to vote or receive dividends or be deemed the holder of the Option Shares for any purpose until the Transfer has been consummated.
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Related to OPTION SHARE TRANSFER

  • Share Transfer 2.1 Party A shall enter into a Share Transfer Agreement (“Share Transfer Agreement”) with Party B, in accordance with the content and form of Appendix II hereto, within thirty (30) days after receiving exercise notice from Party D (“Appendix I”), in accordance with Article 2.3 of the Purchase Option Agreement, and other documents required to make change registrations at industrial and commerce authorities

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • Share Transfer Books At the Effective Time, the share transfer books of the Company shall be closed, and thereafter there shall be no further registration of transfers of shares of Company Common Stock. From and after the Effective Time, Persons who held shares of Company Common Stock immediately prior to the Effective Time shall cease to have rights with respect to such shares, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Exchange Agent or the Surviving Entity for any reason shall be cancelled and exchanged for the Merger Consideration with respect to the shares of Company Common Stock formerly represented thereby.

  • Sale and Transfer of Shares Closing 1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (hereinafter defined), Shareholder shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Shareholder, all of the outstanding shares of Company (the "Shares") which represent all of the issued and outstanding capital stock of Company

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.