Ownership; Transfer of the Company Shares Sample Clauses

Ownership; Transfer of the Company Shares. The Company ----------------------------------------- Shares are duly authorized, validly issued, fully paid, and non-assessable. The Sellers own the Company Shares set forth next to their names on Schedule 5.1, free and clear of all liens, encumbrances, pledges, charges, security interests, rights, options, or other adverse interests of any kind except as to a Buy-Sell Agreement between Sellers to which each waives his rights. Sellers have the right, power, and authority to sell all of the Company Shares as provided herein, and upon such sale, the Buyer will receive good and valid title to all of the Company Shares, subject to no liens, encumbrances, pledges, charges, security interests, rights, options, or other adverse interests of any kind. The certificates for the Company Shares will be, when delivered to the Buyer, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer.
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Ownership; Transfer of the Company Shares. The Company Shares ----------------------------------------- are duly authorized, validly issued, fully paid and non-assessable. The Seller owns the Company Shares free and clear of all Liens. The Seller has (subject to the approval of the Board of Directors of the Company referred to in Section 3.3(a) hereof) the right, power, and authority to sell all of the Company Shares as provided herein, and upon such sale, the Buyer will receive good and valid title to all of the Company Shares, free and clear of all Liens. The certificates for the Company Shares will be, when delivered to the Buyer, in proper form for transfer. The Minority Share Purchase was completed in full conformity and compliance with Japanese law. The shares purchased by the Seller as part of the Minority Share Purchase may be lawfully sold by the Seller to the Buyer at the Closing as contemplated by this Agreement and, upon Closing, all such shares will be legally registered in the name of the Buyer as the sole owner of such shares in the Company's Shareholders Registry Book.
Sample 1

Related to Ownership; Transfer of the Company Shares

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Restriction on Transfer of Option Shares Anything in this Agreement to the contrary notwithstanding, the Optionee hereby agrees that it shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by it without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Optionee has furnished the Company with notice of such proposed transfer and the Company’s legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Shares After the Effective Time No transfers of Shares shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

  • Transfer of Equity Interest Upon each exercise of the Option under this Agreement:

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

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