Shareholder Transfer Clause Samples

Shareholder Transfer. On the terms and subject to the conditions of this Agreement, each Shareholder does hereby sell, transfer and deliver to Parent and Parent hereby accepts the transfer and delivery by each Shareholder, of each Shareholder’s interest in Driftwood Ventures, Inc. (the “Transferred Shares”) as follows: ▇▇▇▇▇▇▇ ▇▇▇▇▇ 117,695 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ 117,695 ▇▇▇▇▇ ▇▇▇▇▇▇ 117,695 Simultaneously with the Closing, each Shareholder will deliver the certificate representing the Transferred Shares together with a stock power executed in blank with respect to the Transferred Shares in form and content reasonably acceptable to the Seller’s attorney; provided, that such stock powers executed in blank will be held in escrow by Original Owner’s attorney, to be delivered to Seller promptly upon Parent’s completion and full satisfaction of its payment obligations under Section 1.04 below.
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Shareholder Transfer. (a) In the event that the Original Shareholder delivers (i) a Piggyback Request; (ii) a Demand Request that provides that the Demand Shareholders intend the Registrable Shares covered thereby shall be distributed by means of an underwritten offering; or (iii) a Take-Down Notice (in any such case, whether in respect of Registrable Shares held by the Original Shareholder or any other Shareholder, an “Underwritten Offering Notice”), the Company shall, to the extent permitted by Irish law, have the right, but not the obligation, to purchase (by way of redemption or otherwise) from the Demand Shareholders all, but not less than all, of the Registrable Shares covered by such Underwritten Offering Notice. The Company’s right under this Section 5.3 shall be exercisable by delivering a written election notice to the Original Shareholder (such notice, a “Transfer Election Notice”) within ten (10) Business Days after the date of receipt by the Company of such Underwritten Offering Notice from the Original Shareholder. The delivery of a Transfer Election Notice by the Company shall irrevocably bind the Company to purchase, and each Demand Shareholder to sell, all of the Registrable Shares covered by such Underwritten Offering Notice, in accordance with this Section 5.3. In the event that the Company fails to deliver a Transfer Election Notice within such ten (10) Business Day period, the Company shall be deemed to have irrevocably elected not to exercise its right to purchase such Registrable Shares in respect of such Underwritten Offering Notice, pursuant to this Section 5.3. For the avoidance of doubt, any Transfer of Shares pursuant to Section 5.1(b) shall be deemed to be made pursuant to an Underwritten Offering Notice. (b) The purchase price for the Registrable Shares in respect of which a Transfer Election Notice is delivered by the Company shall equal the product of (i) the aggregate number of Registrable Shares covered by such Underwritten Offering Notice; multiplied by (ii) the Market Value of each such Registrable Share determined as on the date of receipt by the Company of such Underwritten Offering Notice (the “Transfer Purchase Price”). (c) Subject to the receipt of all necessary shareholder, antitrust and other governmental, regulatory and third party approvals, the closing of the purchase of the Registrable Shares pursuant to this Section 5.3 shall take place at the executive offices of the Company at 10:00 a.m., local time, on the fifth (5th) Business ...
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Related to Shareholder Transfer

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

  • Shareholder Agreement The Shareholder Agreement shall have been duly executed and delivered by the Company.

  • Stockholder Agreement The Stockholder agrees that, during the period from the date of this Agreement until the Expiration Date:

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements"), pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Shareholder Consent The execution, delivery and performance of the Articles Amendment shall have received the Shareholder Approval.