PURCHASE OF SHARES FROM SHAREHOLDERS Sample Clauses

PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing each Shareholder shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all Share Encumbrances, and Buyer shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder. At the Closing, each Shareholder shall deliver to Buyer certificates evidencing the Shares owned by such Shareholder duly endorsed for transfer and such other instruments as may be reasonably requested by Buyer to transfer full legal and beneficial ownership of the Shares to Buyer, free and clear of all Share Encumbrances. Buyer shall pay the purchase price for the Shares in accordance with the terms of Section 2.02(b).
Sample 1
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, Sellers hereby sell, transfer, convey, assign and deliver to Buyer, free and clear of all liens, pledges, encumbrances and claims whatsoever, and Buyer hereby purchases, acquires, accepts, and acknowledges receipt thereof from Sellers that portion of the Shares set forth below under the column marked "Purchased Shares" (the "Purchased Shares"):
Sample 1
PURCHASE OF SHARES FROM SHAREHOLDERS. 13.1 Gazit hereby undertakes to purchase or to cause the purchase of all of the holdings of Messrs. Eli Makabi, David Volkan, Menachem Weinberg and Mixxxxx Xxxxenxxxx (hereinafter: "the xxxxxxxlders") xx Xxxxx Xxxx; in other words, 712,027 shares, in a state in which they are clear of any lien, pledge, debt, or third party right, whatsoever, all subject to the execution of the issue to the public and execution of all of the other obligations of the Danbar group and Dan, pursuant to this agreement. 13.2 Xazit hereby undertakes to pay the shareholders the sum of 10.5 (ten and a half) New Israeli Shekels for each share. The payment shall be made at the same time as the execution of the payment, pursuant to Section 5.1, above, against the transfer of the shares into the name of or to Gazit, or to the order of Gazit. The transaction of the sale of the shares of the shareholders shall be subject to the receipt of the approval of the general meeting of Danbar Resources and Development Ltd. , up to the end of 45 days from the date of the signature of this agreement. The Danbar group shall notify Gazit in writing, within seven days from the date when the resolution of the general meeting is passed, as stated, if the said sales transaction is approved. If the said approval is not received, as stated, for the execution of the sale of the shares that is outlined in this section, by the date that is mentioned, above, the provisions of this section shall become null and void, but this shall not prejudice the validity of all of the other sections of this agreement, and the shareholders and the parties to the agreement shall not have any complaint or claim toward each other in this regard. The shareholders shall confirm, by their signatures, their consent to everything that is stated in this section. The provisions of Section 5.6, above, with regard to the deposit of the shares and the deposit of the consideration for them, shall also apply to this section, all as outlined in the documents of irrevocable instructions that constitute APPENDIX G and APPENDIX H, which are attached to this agreement as an integral part thereof, subject to the fact that the deposit of the shares shall be executed within seven days after the passing of the resolution of the general meeting of Danbar Resources, as stated below.
Sample 1
PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, Sellers hereby sell, transfer, convey, assign and deliver to Buyer, free and clear of all liens, pledges, encumbrances and claims whatsoever, and Buyer hereby purchases, acquires and accepts from Sellers all the Purchased Shares. Sellers shall deliver to Buyer certificates representing the Purchased Shares, duly endorsed for transfer at the Closing (as defined in Section 1.4 hereof). The Purchased Shares are identified as follows: (i) for all Sellers except Xxxxx Xxxx Xxxxxxx, Sr., the Purchased Shares include 100% of the common stock in the Company owned by said Sellers and (ii) for Xxxxx Xxxx Xxxxxxx, Sr., the Purchased Shares include all common stock in the Company, less 0.92222 shares. The excluded 0.92222 shares are herein called the "Non-Purchased Shares."
Sample 1
PURCHASE OF SHARES FROM SHAREHOLDERS. ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, SELLERS HEREBY SELL, TRANSFER, CONVEY, ASSIGN AND DELIVER TO BUYER, FREE AND CLEAR OF ALL LIENS, PLEDGES, ENCUMBRANCES AND CLAIMS WHATSOEVER, AND BUYER HEREBY PURCHASES, ACQUIRES AND ACCEPTS FROM SELLERS ALL THE SHARES. SELLERS SHALL DELIVER TO BUYER CERTIFICATES REPRESENTING THE SHARES, DULY ENDORSED FOR TRANSFER AT THE CLOSING (AS DEFINED IN SECTION 1.3. HEREOF).
Sample 1
PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing (as defined herein), the Shareholders shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Shareholders, the Shares on the terms and subject to the conditions set forth in this Agreement. At the Closing, the Shareholders shall deliver to Purchaser certificates evidencing the Shares duly endorsed for transfer, and all such other documentation as is necessary and helpful as determined by Purchaser to transfer the Shares to Purchaser.
Sample 1
PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject ------------------------------------ to the conditions set forth herein, at the Closing (as that term is defined in Section 2.3 hereof), each Shareholder shall sell, transfer, convey, assign and deliver to Parent, and Parent shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder. At the Closing, each Shareholder shall deliver to Parent certificates representing the Shares owned by such Shareholder accompanied by duly signed share transfer deeds dated the Closing Date and Parent shall be registered as the owner of the Shares in the membership registry of the Company. The purchase price for the Shares shall be paid in accordance with the terms of Section 2.2 hereof.
Sample 1
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing (as hereinafter defined) each Shareholder shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all Share Encumbrances (as hereinafter defined), and Buyer shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder. At the Closing, each Shareholder shall deliver to Buyer certificates evidencing the Shares owned by such Shareholder duly endorsed for transfer together with such other instruments as may be reasonably requested by Buyer to transfer full legal and beneficial ownership of the Shares to Buyer, free and clear of all Share Encumbrances. Buyer shall pay the Purchase Price for the Shares in accordance with the terms of Section 2.02(b) of this Agreement.
Sample 1
PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to DSI, and DSI shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder in accordance with the table set forth as Schedule 3.2 hereto) free and clear of any covenants, conditions, restrictions, voting trust arrangements or Liens, options or adverse claims or rights whatsoever. At the Closing, Endan shall deliver to DSI certificates representing the Shares owned by each Shareholder accompanied by duly signed share transfer deeds dated as of the Closing Date, together with evidence of recordation of DSI as the owner of the Shares in the membership registry of Endan and a duly completed notice of such transfer to the Israeli Registrar of Companies in form acceptable for immediate filing therewith.
Sample 1

Related to PURCHASE OF SHARES FROM SHAREHOLDERS

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • Issuance and Repurchase of Shares The Trustees shall have the power to authorize the Trust to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and in any options, warrants or other rights to purchase Shares or any other interests in the Trust other than Shares.

  • 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. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

  • No Rights as Shareholder Until Exercise; No Settlement in Cash This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

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