Sale and Assignment of Shares Sample Clauses

Sale and Assignment of Shares. The Seller sells the Shares designated in Article B. Section 1 above to the Buyer and assigning same to the Buyer. The sale and assignment shall take effect with signing of this Agreement. The Buyer accepts the sale and assignment of the forementioned Shares.
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Sale and Assignment of Shares. 2.1 Seller hereby sells to Purchaser, and Purchaser hereby purchases from Seller, Seller’s Shares of the Company, including all rights and obligations pertaining thereto (including dividend rights for the current and previous fiscal years). 2.2 Subject to the conditions precedent (i) that the Purchase Price is paid in accordance with Section 3.3; (ii) the bank guaranty is issued pursuant to Section 7.3 or the letter of comfort itemized in Schedule 7.2 has been discharged by way of an equivalent security of a German/European major bank, savings bank (Sparkasse) or cooperative bank (Volksbank) in the amount of at least EUR1,200,000 with discharging effect for Xxxxx-Danfoss Inc.; and (iii) the conclusion of the agreements described in Section 7.7, Seller hereby assigns the Shares of the Company to Purchaser. Purchaser hereby accepts said assignment. The transfer shall be effected with commercial effect as of January 1, 2007, 00:00 hours (hereinafter the “Cut-Off Date”). Seller shall have the right to waive the condition precedent set forth in lit. (ii) by declaration vis-à-vis the Purchaser. 2.3 The present managing directors of the Company and S-D Kaiserslautern will resign as of the Closing Date (as defined below) and Purchaser will hold a shareholders’ meeting, release the current managing directors and appoint new managing directors as of the Closing Date. Purchaser shall cause the Company to act accordingly with respect to S-D Kaiserslautern. The present managing directors of the Company have authorized Purchaser to receive notice pursuant to § 16 para. 1 of the German Limited Liability Company Act (GmbHG) according to the power of attorney attached as Schedule 2.3.
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Sale and Assignment of Shares. 1.1 The SELLERS number (2),(3),(8) to (13) and (15) to (21) hereby sell and assign in accordance with the German law of obligations ("mit schuldrechtlicher Wirkung") with effect from the EFFECTIVE DATE (as defined in section 6.1 hereof) their SHARES to the PURCHASER number (1). It is hereby understood, however, that the assignment within the meaning of the real transfer of the shares ("mit dinglicher Wirkung") shall only become effective upon the PURCHASER number (1) being registered in the Ludwigsburg Trade Register as new limited partner of the COMPANY by way of special legal succession. PURCHASER number (1) hereby accepts this sale and assignment. 1.2 The SELLERS number (4) to (7) and (14) hereby sell and assign in accordance with the German law of obligations ("mit schuldrechtlicher Wirkung") with effect from the EFFECTIVE DATE their SHARES to the PURCHASER number (2). It is hereby understood, however, that the assignment within the meaning of the real transfer of the shares ("mit dinglicher Wirkung") shall only become effective upon the PURCHASER number (2) being registered in the Ludwigsburg Trade Register as new limited partner of the COMPANY by way of special legal succession. PURCHASER number (2) hereby accepts this sale and assignment. 1.3 The SELLER number (1) hereby sells and assigns in accordance with the German law of obligations ("mit schuldrechtlicher Wirkung") with effect from the EFFECTIVE DATE its SHARE to the PURCHASER number (3). It is hereby understood, however, that the assignment within the meaning of the real transfer of the shares ("mit dinglicher Wirkung") shall only become effective upon the PURCHASER number (3) being registered in the Ludwigsburg Trade Register as new limited partner of the COMPANY by way of special legal succession. PURCHASER number (3) hereby accepts this sale and assignment. 1.4 The sales and assignments pursuant to sections 1.1, 1.2 and 1.3. hereof shall include as of the EFFECTIVE DATE all rights and obligations arising from the SHARES including without limitation the right to receive profits and the obligation to assume losses as well as all credit and debit balances on the SELLERS' individual accounts with the COMPANY. The assignments include all these rights in the widest sense, insofar as nothing to the contrary is stipulated elsewhere in this AGREEMENT. It is hereby understood, however, that the PURCHASERS do not assume any personal obligations of the SELLERS vis-a-vis third parties, including but not...
Sample 1
Sale and Assignment of Shares. 2.1.1 Seller 1 and Seller 2 hereby both sell, free and clear of all Encumbrances as of the Closing, the C Labels Shares held by them as listed in Schedule (A); Seller 1 and Seller 3 hereby both sell, free and clear of all Encumbrances as of the Closing, the H&N Shares held by them as listed in Schedule (A); Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the H&N Suzhou Shares held by it as listed in Schedule (A); Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the SGH Shares held by it as listed in Schedule (A); Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the CM Shares held by it as listed in Schedule (A); Seller 2 hereby sells, free and clear of all Encumbrances as of the Closing, the CFAH Shares held by it as listed in Schedule (A); Seller 4 hereby sells, free and clear of all Encumbrances as of the Closing, the GPC III Shares held by it as listed in Schedule (A); Seller 4 hereby sells, free and clear of all Encumbrances as of the Closing, the GPC III Packaging Shares held by it as listed in Schedule (A); and Seller 4 hereby sells, free and clear of all Encumbrances as of the Closing, the Grafo Shares held by it as listed in Schedule (A) to the Purchaser. The Purchaser hereby purchases and accepts the sale of the Sold Shares. 2.1.2 Each sale of the Sold Shares as specified in Clause 2.1.1 shall occur as of the expiry of the (zum Ende des) Closing Date and include all ancillary rights and benefits as well as obligations associated with and arising from those Sold Shares, including dividend rights to all profits not yet distributed to the Sellers with effect as of the expiry of the (zum Ende des) Closing Date. 2.1.3 The Sellers and the Purchaser undertake, subject to the occurrence or waiver of the Closing Conditions, to transfer and assign the Sold Shares from the Sellers to the Purchaser as of the expiry of the (zum Ende des) Closing Date by performing the measures set forth in Schedule 2.1.3 prior to and at the Closing Date.
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Sale and Assignment of Shares. The Hartek Share Capital amounts to DM 1,150,000 consisting of one share in a nominal amount of DM 1,150,000.
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Sale and Assignment of Shares. Further Undertakings of the Sellers 1. Upon the terms and conditions of this Agreement Mr. Xxxxxx Xxxx, Mrs. Xxxxxx Xxxxxxxxx, Mr. Xxx Xxxxxxxxx xxx Mr. Xxxx Xxxxxxxxx xxxl - all shares in EMD M and EMD F to Holding GmbH and - all shares in EMD A to Beteiligungs GmbH, including all ancillary rights, and Holding GmbH and Beteiligungs GmbH accept the sale in the respective cases. 2. Upon the terms and conditions of this Agreement - Mr. Xxxxxx Xxxx xxxertakes to divide his Shares in EMD S in the nominal amount of DM 10.800 into one Share with a nominal amount of DM 500,-- and one Share with a nominal amount of DM 10.300 and - Ms. Xxxxxx Xxxx xxxertakes to divide her shares in EMD B in the nominal amount of DM 12.500,-- into one share with the nominal amount of DM 500,-- and one share with the nominal amount of DM 12.000,--, and (a) Mr. Xxxxxx Xxxx xxxewith sells to Management GmbH the aforementioned Share in EMD S in the nominal amount of DM 500,-- and Ms. Xxxxxx Xxxx xxxls to Management GmbH the aforementioned Share in EMD B in the nominal amount of DM 500.-- and (b) Mr. Xxxxxx Xxxx xxxewith sells to Beteiligungs GmbH the aforementioned Share in EMD S in the nominal amount of DM 10.300,--, and Ms. Xxxxxx Xxxx xxxls to Beteiligungs GmbH the aforementioned Share in EMD B in the nominal amount of DM 12.000,-- in each case including all ancillary rights, and Management GmbH and Beteiligungs GmbH each accept such sales. Upon the terms and conditions of this agreement - Mr. Xxxxxx Xxxx, - Mr. Xxxx Xxxxxxxxx, - Mr. Xxxxxxxx Xxxschbaumer and - Mr. Xxxx Xxxx sell all remaining shares in EMD S, and - Mr. Xxxxxx Xxxx, - Ms. Xxxxxx Xxxxxxxxx, - Mr. Xxx Xxxxxxxxx, - Mr. Xxxx Xxxxxxxxx, - Mr. Xxxx Xxxx xxx - Ms. Xxxxxx Xxxxxxx sell the remaining shares in EMD B, in each case including all ancillary rights, to Beteiligungs GmbH and Beteiligungs GmbH accepts these sales in each individual case. 3. The sale of the shares includes especially also all future shares, subscription rights for new shares and claims to profits accrued in the past or occurring in the future as well as all presently existing or in the future arising rights in connection with or in the place of the sold shares. The parties agree and stipulate that by this contract any and all shares in the companies (including the shares currently held by Ms. Lips) are sold. They further agree and stipulate that the aforementioned obligations to assign and divide shares will apply mutatis mutandis for any and all pres...
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Sale and Assignment of Shares 
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Related to Sale and Assignment of Shares

  • Sale and Assignment On the terms and conditions set forth herein, effective on and as of the Assignment Date, the Assignor hereby sells, assigns and transfers to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, all of the right, title and interest of the Assignor in and to, and all of the obligations of the Assignor in respect of, the Assigned Interest. Such sale, assignment and transfer is without recourse and, except as expressly provided in this Agreement, without representation or warranty.

  • Xxxx of Sale and Assignment Xxxx of Sale and Assignment for the Property (the “Xxxx of Sale”) executed by Seller and Purchaser assigning to Purchaser the Tangible Personal Property, in the form attached to this Agreement as Exhibit D.

  • Sale and Assignment of Master Servicing The Master Servicer may sell and assign its rights and delegate its duties and obligations in its entirety as Master Servicer under this Agreement and EMC may terminate the Master Servicer without cause and select a new Master Servicer; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall be a Person which shall be qualified to service mortgage loans for Fannie Mae or Freddxx Xxx; (x) shxxx xxxe a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (c) shall be reasonably satisfactory to the Trustee (as evidenced in a writing signed by the Trustee); and (d) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under this Agreement, any custodial agreement from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency's rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded, qualified or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect delivered to the Master Servicer and the Trustee; (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an Officer's Certificate and an Opinion of Independent Counsel, each stating that all conditions precedent to such action under this Agreement have been completed and such action is permitted by and complies with the terms of this Agreement; and (iv) in the event the Master Servicer is terminated without cause by EMC, EMC shall pay the terminated Master Servicer a termination fee equal to 0.25% of the aggregate Scheduled Principal Balance of the Mortgage Loans at the time the master servicing of the Mortgage Loans is transferred to the successor Master Servicer. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

  • Transfer and Assignment of Interests With the exception of transfers between family members, stated in 6.3, Members who wish to transfer, assign, convey or sell their Membership Interest must obtain unanimous written approval from the other Members. The other Members may approve or reject this request in their sole discretion.

  • Transfer and Assignment Party A may assign or transfer any of its rights or delegate any of its duties hereunder to any Affiliate of Party A that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Party A’s credit rating at the time of such assignment or transfer so long as (a) such assignee or transferee is organized under the laws of the United States or any State thereof; (b) Party B will not be required to pay to such assignee or transferee an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than the amount in respect of which Party B would have been required to pay Party A in the absence of such assignment or transfer; (c) Party B will not receive a payment from which an amount has been withheld or deducted on account of a Tax under Section 2(d)(i) of the Agreement in excess of that which Party A would have been required to so withhold or deduct in the absence of such assignment or transfer, unless Party A would be required to pay to Party B amounts under Section 2(d)(i)(4) of the Agreement in respect of such Tax; and (d) no Event of Default, Potential Event of Default, Termination Event, Potential Adjustment Event or Acceleration Event will occur as a result of such assignment or transfer. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Party A to purchase, sell, receive or deliver any Shares or other securities to or from Party B, Party A may designate any of its Affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Party A’s obligations in respect of the Transaction and any such designee may assume such obligations. Party A shall be discharged of its obligations to Party B to the extent of any such performance.

  • Exchange, Transfer or Assignment of Warrant This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if any, with the Assignment Form annexed hereto duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the assignee named in such instrument of assignment and this Warrant shall promptly be canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof.

  • Assignment of Option Except as otherwise permitted by the Committee, the rights of the Optionee under the Plan and this Agreement are personal; no assignment or transfer of the Optionee’s rights under and interest in this Option may be made by the Optionee otherwise than by will, by beneficiary designation, by the laws of descent and distribution or by a qualified domestic relations order; and this Option is exercisable during his lifetime only by the Optionee, except as otherwise expressly provided in this Agreement. After the death of the Optionee, exercise of the Option shall be permitted only by the Optionee’s designated beneficiary or, in the absence of a designated beneficiary, the Optionee’s executor or the personal representative of the Optionee’s estate (or by his assignee, in the event of a permitted assignment) to the extent that the Option is exercisable on or after the date of the Optionee’s death, as set forth in Sections 2(a) and 3(d) hereof.

  • Successors and Assigns; Assignment of Purchase Agreement This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective permitted successors and assigns of the Seller and the successors and assigns of the Purchaser. This Agreement shall not be assigned, pledged or hypothecated by the Seller to a third party without the prior written consent of the Purchaser, which consent may be withheld by the Purchaser in its sole discretion. This Agreement may be assigned, pledged or hypothecated by the Purchaser in whole or in part, and with respect to one or more of the Mortgage Loans, without the consent of the Seller. There shall be no limitation on the number of assignments or transfers allowable by the Purchaser with respect to the Mortgage Loans and this Agreement. In the event the Purchaser assigns this Agreement, and the assignee assumes any of the Purchaser's obligations hereunder, the Seller acknowledges and agrees to look solely to such assignee, and not to the Purchaser, for performance of the obligations so assumed and the Purchaser shall be relieved from any liability to the Seller with respect thereto.

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

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