Share Allocation and Transfer Sample Clauses

Share Allocation and Transfer. As you know, Highland Ridge, Inc. (the “Company”), TEC Technology Limited (“TEC Technology”), and Xxxx Xxx Xxxx Xxxxxxx (“Xxxx”) are parties to a certain share exchange agreement, dated of even date herewith (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of TEC Technology and its operating subsidiaries from Xxxx, in exchange for the issuance to Xxxx of 19,194,421 shares of the Company’s common stock, par value $0.001 (the “Common Stock”), constituting 63.60% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement. Subject to the terms and conditions of this Agreement, and upon the consummation of the transactions contemplated by the Share Exchange Agreement, Xxxx desires to transfer and assign to each of the persons listed on Schedule 1 hereof (the “Transferees”), an aggregate of 1,397,049 shares of Common Stock from the shares issuable to Xxxx in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, as consideration for services provided by them to the Company and/or its subsidiaries in connection with the consummation of the Share Exchange Agreement. Any capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Share Exchange Agreement.
Sample 1
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Share Allocation and Transfer. As you know, 8888 Acquisition Corporation, a Nevada corporation (the “Company”), Xxxxx Xxxxx Shoes Industry Company Limited, a Hong Kong corporation (“Xxxxx Xxxxx”), Xxxxxxx Xxxxxx (“Xx. Xxxxxx”), River Tyne Ventures Inc. (“River Tyne”), Xxxx Xxxx Capital Resource Limited (“Xxxx Xxxx”), Xxxx Xxx Investment Holdings Limited (“Kang Shi”, together with Xx. Xxxxxx, River Tyne and Xxxx Xxxx, the “Transferors”) and other shareholders of Xxxxx Xxxxx (together with the Transferors, the “Xxxxx Xxxxx’x Shareholders”) are parties to a certain share exchange agreement, dated of even date herewith (the “Share Exchange Agreement”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Xxxxx Xxxxx and its operating subsidiary from Xxxxx Xxxxx’x Shareholders, in exchange for the issuance to Xxxxx Xxxxx’x Shareholders an aggregate of 31,059,267 shares of the Company’s common stock, par value $0.0001 (the “Common Stock”), constituting 98.85% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement (“the “Transactions”). Xx. Xxxxxx, River Tyne, Xxxx Xxxx and Xxxx Xxx are entitled to 25,095,888, 1,087,074, 1,087,074 and 710,015 shares of the Common Stock under the Share Exchange Agreement, respectively. Subject to the terms and conditions of this letter agreement (the “Agreement”), and upon the consummation of the Transactions, the Transferors desire to transfer and assign to each of the persons listed on Schedule 1 hereof (the “Transferees”), an aggregate of 1,981,963 shares of Common Stock from the shares issuable to the Transferors under the Share Exchange Agreement, as consideration for services provided by the Transferees to the Company and/or its subsidiaries in connection with the consummation of the Transactions. Any capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Share Exchange Agreement.
Sample 1

Related to Share Allocation and Transfer

  • Allocations Between Transferor and Transferee If a Partner transfers any part or all of its Partnership Interest, the distributive shares of the various items of Profit and Loss allocable among the Partners during such fiscal year of the Partnership shall be allocated between the transferor and the transferee Partner either (i) as if the Partnership’s fiscal year had ended on the date of the transfer, or (ii) based on the number of days of such fiscal year that each was a Partner without regard to the results of Partnership activities in the respective portions of such fiscal year in which the transferor and the transferee were Partners. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate the distributive shares of the various items of Profit and Loss between the transferor and the transferee Partner.

  • Permitted Withdrawals and Transfers from the Distribution Account (a) The Trustee will, from time to time on demand of the Master Servicer or the Securities Administrator, make or cause to be made such withdrawals or transfers from the Distribution Account as the Master Servicer has designated for such transfer or withdrawal pursuant to this Agreement and the Servicing Agreements or as the Securities Administrator has instructed hereunder for the following purposes (limited in the case of amounts due the Master Servicer to those not withdrawn from the Master Servicer Collection Account in accordance with the terms of this Agreement):

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock.

  • Allocation of CDSCS (1) CDSCS RELATED TO THE REDEMPTION OF COMMISSION SHARES OTHER THAN OMNIBUS SHARES: CDSCs in respect of the redemption of Commission Shares which are not Omnibus Shares shall be allocated to PSI or Successor Distributor depending upon whether the related redeemed Commission Share is attributable to PSI or Successor Distributor, as the case may be, in accordance with Part I above.

  • Deemed Distribution and Recontribution Notwithstanding any other provision of this Article 13, in the event the Partnership is liquidated within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g) but no Liquidating Event has occurred, the Partnership's property shall not be liquidated, the Partnership's liabilities shall not be paid or discharged, and the Partnership's affairs shall not be wound up. Instead, the Partnership shall be deemed to have distributed the Partnership property in kind to the General Partner and Limited Partners, who shall be deemed to have assumed and taken such property subject to all Partnership liabilities, all in accordance with their respective Capital Accounts. Immediately thereafter, the General Partner and Limited Partners shall be deemed to have recontributed the Partnership property in kind to the Partnership, which shall be deemed to have assumed and taken such property subject to all such liabilities.

  • FORFEITURE ALLOCATION Subject to any restoration allocation required under Sections 5.04 or 9.14, the Advisory Committee will allocate a Participant forfeiture in accordance with Section 3.04: (Choose (a) or (b); (c) and (d) are optional in addition to (a) or (b))

  • Revisions to Allocations to Reflect Issuance of Partnership Interests If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

  • Forfeiture Allocations Upon a forfeiture of any Unvested LTIP Units or Unvested Performance Units by any Partner, gross items of income, gain, loss or deduction shall be allocated to such Partner if and to the extent required by final Regulations promulgated after the Effective Date to ensure that allocations made with respect to all unvested Partnership Interests are recognized under Code Section 704(b).

  • Registration and Transfer of Limited Partner Interests (a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

  • Allocation of Registration Opportunities In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.

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