Shares to be Transferred. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 11.1 hereof), CP and the Minority CAT Shareholders shall sell, assign, transfer, convey and deliver to Buyer and/or its designees free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept the CAT Shares and all of the certificates representing the CAT Shares, and such transfer shall be registered in the CAT shareholders' registration book.
Shares to be Transferred. At the Closing, the Selling Shareholder shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, for the consideration hereinafter provided, the Shares, free and clear of all mortgages, liens, pledges, security interests, claims and encumbrances of any nature.
Shares to be Transferred and Shares to be Issued --------------------------------------------------
1. a. On the closing date the Shareholders shall transfer to Purchaser certificates for the number of shares of the common stock of the Company described in Schedule "A", attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding shares of stock of the Company. Such certificates shall be duly endorsed in blank by Shareholders or accompanied by duly executed stock powers in blank with signatures guaranteed. Alternatively, the shareholders may assign their rights to the shares if the shares have not been physically issued in the form of stock certificates, or if the certificates have been lost.
Shares to be Transferred. Eagle holds of record and owns directly the shares of ClearWorks set forth in the Recitals above, free and clear of any restrictions on transfer, including but not limited to restrictions under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, and state laws, taxes, security interests, options, warrants, purchase rights, contracts, commitments, equities, claimed and demands. Eagle is not a party to any option, warrant, purchase right or other contract or commitment that could require Eagle to sell, transfer, or otherwise dispose of or encumber any of said ClearWorks stock or the Eagle Shares and License Shares into which said stock is to be converted (other than as required by this Agreement). Eagle is not a party to any voting trust, proxy or other agreement or understanding with respect to the transfer of said ClearWorks stock, the Eagle Shares or the License Shares.
Shares to be Transferred. Subject to the terms and conditions of this ------------------------ Agreement, each Stockholder agrees to transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, all shares of Common or Preferred Stock of Zap set forth next to the name of each Stockholder in Exhibit A hereto (the "Tendered Shares").
Shares to be Transferred for charitable gifts and estate tax payments
Shares to be Transferred. At the Closing, each of the stockholders of FMI Blocker, Inc. shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, for the consideration hereinafter provided, the FMI Blocker Shares, free and clear of all mortgages, liens, pledges, security interests, claims and encumbrances of any nature.
Shares to be Transferred and Shares to be Issued ------------------------------------------------
1.1 On the Closing date the Shareholders shall transfer to the Purchaser certificates for the number of shares of the common stock of the Private Company described in Schedule "A", attached hereto and incorporated herein, which in the aggregate shall represent all of the issued and outstanding shares of the common stock of the Private Company.
1.2 In exchange for the transfer of the common stock of the Private Company pursuant to subsection 1.1 hereof, the Purchaser shall on the Closing Date and contemporaneously with such transfer of the common stock of the Private company to it by the Shareholders issue and deliver to the Shareholders the number of shares of common stock of the Purchaser specified on Schedule "A" hereof such that the Shareholders shall own approximately 70% of the outstanding common stock of the Purchaser.
Shares to be Transferred. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase from Seller, the entire right, title and interest of Seller in and to thirty-eight thousand (38,000) shares of the common stock of the Company (the "Stock").
Shares to be Transferred. At the sole option of Tweed, the Surrendered Shares may consist of the Pledged Shares or other shares of common stock of Warrantech owned by Tweed, provided, however, that, if Tweed uses Pledged Shares for the payment of the Accrued Interest, Tweed shall, simultaneously with the execution of this Agreement, transfer to Warrantech 211,476 shares of other common stock of Warrantech owned by Tweed in order to replace the Pledged Shares used by Tweed to pay the Accrued Interest.
