Share Transfer Clause Samples
A Share Transfer clause outlines the rules and procedures for transferring ownership of shares in a company. It typically specifies the conditions under which shares can be sold or assigned, such as requiring board approval, offering shares to existing shareholders first (right of first refusal), or setting restrictions on transfers to third parties. This clause ensures that share ownership changes are controlled and transparent, helping to maintain the desired ownership structure and prevent unwanted parties from acquiring shares.
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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
Share Transfer. As of the Closing Date or the Additional Closing Date, as the case may be, assuming the Debt-for-Equity Exchange is consummated, the Selling Stockholder will be the beneficial owner of the Shares to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims, and as of the Closing Date or the Additional Closing Date, as the case may be, and upon the consummation of the transactions contemplated by this Agreement, such Shares will be free and clear of all liens, encumbrances, equities and claims. Upon payment of the Shares to be sold by the Selling Stockholder hereunder, delivery of such Shares and the crediting of such shares on the books of The Depository Trust Company (“DTC”) to securities accounts of the several Underwriters (assuming that neither DTC nor any such Underwriter has notice (as defined in Section 8-105 of the New York Uniform Commercial Code (“UCC”)) of any adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) to such Shares), then, assuming appropriate entries to the accounts of the several Underwriters on the records of DTC have been made pursuant to the UCC, the Underwriters will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Shares and no action based on an adverse claim (within the meaning of Section 8-102(a)(1) of the UCC) may be asserted against such Underwriters with respect to such security entitlement.
Share Transfer. Concurrently with the execution of this Agreement, the Seller shall execute a share transfer order (the “Transfer Order”), as established by Russian law and required by the share registry of the Issuer (the “Registrar”). The Seller shall deliver a duly executed Transfer Order to the Registrar in order for the transfer of the Shares from the Seller to the Purchaser to be registered in the share registry of the Issuer.
Share Transfer. The Employee shall not, otherwise than pursuant to the operation of Articles 11, 12, 13, 14 and 15 of the Articles, without the prior written consent of the Investor Director (such consent to be made subject to such conditions as the Investor Director may require) transfer the Employee Shares or E Shares or enter into any arrangement which may place any Encumbrance on the Employee Shares or E Shares.
Share Transfer. 4.1.1. Shares can only be transferred or traded by means of Trading Mode as specified in this Agreement and implemented by Template Contracts of ComBoox.
4.1.2. Shareholders may transfer their Shares among each other freely.
4.1.3. Subject to the requirements on Verified Investor set out in Section 4.2, Shareholders may transfer their Shares to external Verified Investors freely.
4.1.4. Share transfers are not subject to any approval of other Members or General Meeting, however, in case it is arranged in the way of Contractual Transfer, the relevant Investment Agreement shall still need to be submitted to General Meeting for records purpose.
4.1.5. No first refusal rights, drag along, tag along, or any other similar special Shareholders' rights are set on any Shares.
Share Transfer. 7.2.1 Within 20 working days after receipt of a Conversion Notice (“Conversion Date”), Party B shall effect the transfer of the portion of the Shares designated in the Conversion Notice, either to Party A directly or to the Designee specified by Party A in the Conversion Notice (each a “Share Transfer”).
7.2.2 For the avoidance of doubt, upon the completion of the conversion of the Loan and the transfer of all of the Shares of Party B (whether pursuant to this Article 7 or an Event of Default), Party A shall hold as many of the Shares as is permissible under PRC Law, and the remainder of the Shares (if applicable) shall be held by the Designees, with Party B no longer holding any Shares. At such time, this Agreement shall be deemed to have terminated, and the obligations of Party B hereunder to have been fulfilled (with the exception of those under 3.1.13 and 3.1.14).
Share Transfer. Party A agrees to transfer the Subject Interest to Party B and Party B agrees to acquire the Subject Interest in accordance with the terms and conditions of this Agreement. If Party B is unable to directly acquire all or portion of the Subject Interest due to restrictions of the laws and regulation of the People’s Republic of China (“PRC”), Party A agrees to transfer the Subject Interest to any appropriate person designated by Party B, and the person designated by Party B shall be entitled to receive the Subject Interest in accordance with this Agreement.
Share Transfer. 2.1 Party A hereby agrees to sell all its shares and assets of the target company to Party B, and Party B agrees to purchase it. After the transfer is completed, Party B shall hold 100% of the shares of the target company.
2.2 As of September 18, 2024, the creditor's rights and liabilities of the target company have been accounted for clearly and without concealment, and both parties to the transfer have approved.
Share Transfer. 1.1 Subject to the terms and conditions herein, the Transferors shall transfer its 100% equities in Ewenkeqi Beixue Dairy to the Transferee and the Transferee agrees to such transfer.
1.2 When transferring, all the rights, interest, certificates and proceeds arising from or in connection with Transfer Share shall be transferred to the Transferee concurrently.
Share Transfer. 2.1 As per stipulations in this Agreement, the Transferor, as the actual interest holder of all outstanding shares of ▇▇▇▇▇ ▇▇▇▇▇▇▇ (for more details please refer to Part A, Exhibit II), will transfer such shares to be transferred to the Transferee (for more details please refer to Part B, Exhibit II). After such transfer, the Transferee will own 100% outstanding shares of ▇▇▇▇▇ ▇▇▇▇▇▇▇.
2.2 Upon the completion of transaction hereunder, Shares for Transfer shall be free and clear of any mortgage, lien or property encumbrances of any form, and Shares for Transfer shall be transferred with all rights attached or accumulated thereto, including all dividends, profits, the investment in Tsingvision by ▇▇▇▇▇ ▇▇▇▇▇▇▇ and relevant benefits accumulated and distributed from the completion date.