Transfer and Purchase Sample Clauses

Transfer and Purchase. 7.1 The Company or its transfer agent shall maintain a register containing the name and address of the Warrantholder for the time being. 7.2 The Warrantholder may at any time assign or transfer some or all of the Warrants held by such Warrantholder. The terms and conditions of this Warrant and the purchase rights contained in this Warrant shall apply in respect of this Warrant notwithstanding any transfer of this Warrant. 7.3 Notice of any assignment or transfer of this Warrant shall be given in writing to the Company duly executed by the transferor and the transferee and stating the full name and address of the person to whom this Warrant has been transferred. 7.4 This Warrant may not be transferred otherwise than as permitted by clause 7.2 and any purported transfer otherwise than as permitted by clause 7.2 shall be void. 7.5 The Company may purchase this Warrant, or a portion thereof, by agreement with the Warrantholder holding this Warrant and the Warrant purchased by the Company will be cancelled and will not be available for re-issue.
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Transfer and Purchase. While this Agreement remains in effect, a Transfer will only be valid and effective if:‌
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Transfer and Purchase. (a) On the Closing Date, subject to satisfaction of the conditions contained herein, Seller shall sell, assign, transfer and convey to FWG, and FWG shall purchase from Seller, all of the following: (i) All of Seller's rights under the agreements between Seller and the Representatives evidencing the Representatives' independent contractor status with Seller. (ii) copies or originals of all computer data, books, records, account statements, correspondence and other data and documents of every nature relating to the Representatives and their business, including, without limitation, all NASD registration files, licensing files, complaint files and disciplinary files; and (iii) customer accounts, including any data and documents relating thereto which accounts will be transferred to FWG as reflected on the books of CSC; (i) Seller shall cooperate with FWG and use its best efforts to cause the Representatives to be transferred pursuant to the individual license transfer program of the NASD, including all actions required with the CRD and state regulators. Seller shall use its best efforts to cause each Representative to deliver, prior to the Closing, a Form U-4 in which he or she agrees to the transfer of FWG and to execute, prior to the Closing, a new independent contractor agreement with FWG. Any such new agreement with FWG shall be in FWG's standard form. Seller shall use its best efforts during the period commencing on the date of this Agreement and ending on the Closing Date to preserve and maintain, for the benefit of FWG, Seller's relationship with the Representatives. (ii) To the extent any Representative is a licensed insurance agent, Seller shall also cooperate with FWG and use its best efforts to cause such Representative to be contracted under the fixed insurance master general agent agreements between FWG and insurance carriers. (iii) Seller shall cooperate with FWG and use its best efforts to cause, and shall cause, all accounts of the Representatives at Seller's clearing firm to be modified to indicate that FWG shall be the introducing broker. (c) FWG shall pay to Seller as consideration for transfer of the Representatives and related items the sum equal to 2.5% of gross commission revenue produced by the Representative for each month hereafter, provided, however, the aggregate amount of such payments shall not exceed $875,000. (d) Purchase Price shall be payable as follows: no later than the 10th day of each month, FWG shall pay to Seller by chec...
Sample 1
Transfer and Purchase. (i) On the Closing Date, the Seller will convey, transfer, assign and deliver the Assets to Transmedia Restaurant, and put Transmedia Restaurant in possession (or right thereto) of all Assets, free and clear of all Liens. In furtherance thereof, the Seller shall deliver to Transmedia (or its designees): (1) the Xxxx of Sale; (2) such other specific assignments, bills of sale and forms of transfer to such of the Assets, and in such form, as Transmedia may reasonably request; (3) the Power of Attorney, the Letter Agreements, the Release and the Payment Notes; and (4) such other assignments, financing statements, instruments or other documents as Transmedia may reasonably request. (ii) On the Closing Date, Transmedia and Transmedia Restaurant, as appropriate, shall execute and deliver to the Seller: the Xxxx of Sale, the Letter Agreements, the Payment Notes and the release, in the form attached hereto as Exhibit L (the "Transmedia Release"), and shall deliver (x) to Potomac or its designee, cash in the amount specified in Section 1.2(i) and (y) to Potomac, certificates representing the Shares. (iii) From and after the Closing Date, Transmedia, as successor in interest to the Seller but on behalf of and for the benefit of Transmedia, may at its own cost or expense collect, assert or enforce any claim, right or title of any kind in, with respect to or to any of the Assets (including, without limitation, instituting and prosecuting any proceedings in connection therewith), or defend or compromise any and all claims, actions, suits or proceedings in respect of any of the Assets, and otherwise to do all such acts and things in relation to the Assets as Transmedia shall deem advisable (including, without limitation, asserting any rights under any Assets or performing or accepting performance under any agreements), and Transmedia shall retain for its own account any amounts collected pursuant to the foregoing, including any sums payable as interest in respect thereof.
Sample 1
Transfer and Purchase. 1.1 Subject to the terms and conditions of this Agreement, each Transferor agrees to transfer, and the Transferee agrees to accept, 100% equities of the Company held by such Transferor and all rights and interests thereof (the “Equity Transfer”), including: XXXX Xxx agrees to transfer the equities of the Company held by him/her, representing 90% of the issued share capital of the Company, and all rights and interests thereof to the Transferee; and XXX Xxxxxx agrees to transfer the equities of the Company held by him/her, representing 10% of the issued share capital of the Company, and all rights and interests thereof to the Transferee. Upon completion of the Equity Transfer, the Transferee will hold 100% equities of the Company and all rights and interests thereto. 1.2 It is agreed that as consideration for receipt of the Target Equity and all rights and interests thereof by the Transferee, the Transferee shall pay the following price to the Transferors (the “Purchase Price”): The Transferee agrees to pay XXXX Xxx the Purchase Price of RMB900,000. The Transferee agrees to pay XXX Xxxxxx the Purchase Price of RMB100,000. 1.3 The Transferee shall pay all of the Purchase Price upon consummation of the Equity Transfer, or as otherwise agreed by the Parties.
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Transfer and Purchase. No Consenting Creditor may sell, assign, novate or otherwise transfer or dispose of (whether directly or indirectly) all or any part of its legal or beneficial interests, rights, benefits or obligations under or in respect of any of the Notes held by it or implement any transaction of a similar or equivalent economic effect (collectively, a “Transfer”) other than in accordance with Clause 6.5 below. However, to the extent that a Consenting Creditor’s Notes are prior to such Consenting Creditor’s accession to this Agreement: (a) loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or re-hypothecated) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”); or (b) sold by such Consenting Creditor (where the Consenting Creditor is subject to an obligation to purchase equivalent securities to the Notes sold (where the term “equivalent” has the meaning given to it in the applicable global master repurchase agreement forming part of the documentation governing the relevant arrangement)) as part of customary repurchase agreement arrangements (each such arrangement, a “Customary Repo Arrangement” and, together with a Customary Securities Lending Arrangement, a “Customary Securities Lending or Repo Arrangement”); then it shall not be deemed a Transfer hereunder and Clause 3.1(j) shall not apply to in respect of such arrangement, provided that such Customary Securities Lending or Repo Arrangement:
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Transfer and Purchase 
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Related to Transfer and Purchase

  • Transfer and Exchange of Warrants Subject to the terms hereof, the Warrant Agent shall initially countersign, register in the Warrant Register and deliver Warrant Certificates hereunder in accordance with the written instructions of the Company. Subject to the terms hereof and the receipt of such documentation as the Warrant Agent may reasonably require, the Warrant Agent shall thereafter from time to time register the transfer of any outstanding Warrants upon the records to be maintained by it for that purpose, upon surrender of the Warrant Certificate or Certificates evidencing such Warrants duly endorsed or accompanied (if so required by it) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. Subject to the terms of this Agreement, a Warrant Certificate evidencing Warrants in any tranche may be exchanged for another Warrant Certificate or Certificates evidencing Warrants in the same tranche and entitling the Holder thereof to purchase a like aggregate number of Warrant Shares as the Warrant Certificate or Certificates surrendered then entitles such Holder to purchase. Any Holder desiring to exchange a Warrant Certificate or Certificates shall make such request in writing delivered to the Warrant Agent, and shall surrender, duly endorsed or accompanied (if so required by the Warrant Agent) by a written instrument or instruments of transfer in form reasonably satisfactory to the Warrant Agent, the Warrant Certificate or Certificates to be so exchanged. Upon registration of transfer, the Company shall issue and the Warrant Agent shall countersign and deliver by certified mail a new Warrant Certificate or Certificates to the persons entitled thereto. No service charge shall be made for any exchange or registration of transfer of a Warrant Certificate or of Warrant Certificates, but the Company may require the surrendering Holder to pay a sum sufficient to cover any stamp tax or other tax or other governmental charge that is imposed in connection with any such exchange or registration of transfer pursuant to Section 5 hereof. By accepting the initial delivery, transfer or exchange of Warrants, each Holder shall be deemed to agree to the terms of this Agreement as it may be in effect from time to time, including any amendments or supplements duly adopted in accordance with Section 17 hereof.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Limitations on Execution and Delivery, Transfer and Surrender of Receipts As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Issuer at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.

  • Transfer and Ownership of Warrants (a) The Warrants may only be transferred on the register kept by the Warrant Agent at the Warrant Agency by the holder or its legal representatives or its attorney duly appointed by an instrument in writing in form and execution satisfactory to the Warrant Agent only upon: (a) in the case of a Warrant Certificate, surrendering to the Warrant Agent at the Warrant Agency the Warrant Certificate representing the Warrants to be transferred together with a duly executed transfer form as set forth in Schedule “A” (together with a declaration for removal of U.S. Legend or opinion of counsel, if required by Section 2.8(a)); (b) in the case of Book Entry Only Warrants, in accordance with procedures prescribed by the Depository under the book entry registration system; (c) in the case of DRS Advices, in accordance with the procedures prescribed by the Warrant Agent; and (d) upon compliance with: (i) the conditions herein; (ii) such reasonable requirements as the Warrant Agent may prescribe; and (iii) all applicable securities legislation and requirements of regulatory authorities; and, in the case of (a) or (c) above, such transfer shall be duly noted in such register by the Warrant Agent. Upon compliance with such requirements, the Warrant Agent shall issue to the transferee a Warrant Certificate or DRS Advice, as applicable. Transfers within the systems of the Depository are not the responsibility of the Warrant Agent and will not be noted on the register maintained by the Warrant Agent. (b) If a Warrant Certificate tendered for transfer bears the U.S. Legend set forth in Section 2.8(a), the Warrant Agent shall not register such transfer unless the transferor has provided the Warrant Agent with the Warrant Certificate and: (A) the transfer is made to the Corporation; (B) the transfer is made outside of the United States in a transaction meeting the requirements of Rule 904 of Regulation S, and is in compliance with applicable local laws and regulations, and the transferor delivers to the Warrant Agent and the Corporation a declaration substantially in the form set forth in Schedule “C” to this Warrant Indenture, or in such other form as the Corporation may from time to time prescribe, together with such other evidence of the availability of an exemption or exclusion from registration under the U.S. Securities Act (which may, without limitation, include an opinion of counsel, of recognized standing reasonably satisfactory to the Corporation) as the Corporation may reasonably require; (C) the transfer is made pursuant to the exemption from the registration requirements of the U.S. Securities Act provided by (i) Rule 144A thereunder, if available, or (ii) Rule 144 thereunder, if available, and in each case in accordance with any applicable state securities or “blue sky” laws; (D) the transfer is in compliance with another exemption from registration under the U.S. Securities Act and applicable state securities laws; or (E) the transfer is made pursuant to an effective registration statement under the U.S. Securities Act and any applicable state securities laws; provided that, it has prior to any transfer pursuant to Sections 2.12(b)(C)(ii) or 2.12(b)(D) furnished to the Warrant Agent and the Corporation an opinion of counsel or other evidence in form and substance reasonably satisfactory to the Corporation to such effect. In relation to a transfer under (C)(ii) or (D) above, unless the Corporation and the Warrant Agent receive an opinion of counsel, of recognized standing, or other evidence reasonably satisfactory to the Corporation in form and substance, to the effect that the U.S. Legend set forth in subsection 2.8(a) is no longer required on the Warrant Certificates representing the transferred Warrants, the Warrant Certificates received by the transferee will continue to bear the U.S. Legend set forth in Section 2.8(a). (c) Subject to the provisions of this Indenture, Applicable Legislation and applicable law, the Warrantholder shall be entitled to the rights and privileges attaching to the Warrants, and the issue of Common Shares by the Corporation upon the exercise of Warrants in accordance with the terms and conditions herein contained shall discharge all responsibilities of the Corporation and the Warrant Agent with respect to such Warrants, and neither the Corporation nor the Warrant Agent shall be bound to inquire into the title of any such holder.

  • Agreement to Sell and Purchase (a) The Company and each Selling Shareholder hereby agree to sell to each Underwriter, and upon the basis of the representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions of this Agreement, each Underwriter agrees, severally and not jointly, to purchase from the Company and each Selling Shareholder, at a price of $_____ per share, that number of Firm Shares (rounded up or down as determined by you in your discretion, in order to avoid fractions of a share) obtained by multiplying the number of Firm Shares to be sold by the Company or the number of Firm Shares to be sold by each Selling Shareholder as set forth opposite the name of such Selling Shareholder in Schedule I hereto, as the case may be, by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of each Underwriter in Schedule II hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) and the denominator of which is the total number of Firm Shares. The difference of $_____ per Firm Share between the initial public offering price and the price at which the Company and each Selling Shareholder will sell the Firm Shares to the Underwriter is the "Underwriters' Discount." (b) Subject to all the terms and conditions of this Agreement, the Company hereby grants the Option to the Underwriters to purchase, severally and not jointly, up to 240,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, Charlotte, North Carolina time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter will purchase, severally and not jointly, such percentage of the Option Shares as is equal to the percentage of Firm Shares that it is purchasing. (c) Certificates in negotiable form for the Firm Shares to be sold by the Selling Shareholders hereunder have been placed in custody for delivery under this Agreement, under a custody agreement (the "Custody Agreement") made with _________, as custodian (the "Custodian").

  • Transfer and Exchange of Notes Upon surrender of any Note at the principal executive office of the Company for registration of transfer or exchange (and in the case of a surrender for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the registered holder of such Note or his attorney duly authorized in writing and accompanied by the address for notices of each transferee of such Note or part thereof), the Company shall execute and deliver, at the Company's expense (except as provided below), one or more new Notes (as requested by the holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such holder may request and shall be substantially in the form of Exhibit 1. Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes. Notes shall not be transferred in denominations of less than $100,000, PROVIDED that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000. Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

  • Transfer and Exchange of Global Warrants The transfer and exchange of Global Warrants or beneficial interests therein shall be effected through the Depositary, in accordance with this Warrant Agreement and the procedures of the Depositary therefor.

  • Nature and Purchase of Firm Securities (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, an aggregate of [●] units (the “Units”), each consisting of (i) one (1) share of the Company’s common stock (each, a “Firm Share” and collectively, the “Firm Shares”), par value $0.0001 per share (the “Common Stock”) or a pre-funded warrant to purchase one share of Common Stock (each a “Pre-funded Warrant” and collectively, the “Pre-funded Warrants”) in lieu thereof, (ii) one-tenth (1/10) of a Series A common warrant to purchase one (1) share of Common Stock (the “Series A Warrant”) and (iii) one-tenth (1/10) of a Series B common warrant to purchase one (1) share of Common Stock (the “Series B Warrant” and, each of the Series A Warrant and Series B Warrant, a “Common Warrant,” and collectively, the “Common Warrants”). The Firm Shares, the Pre-funded Warrants, and the Common Warrants are referred to as the “Firm Securities.” (ii) The Units are to be offered to the public at the offering price as set forth on Schedule 2-A hereto (the “Public Purchase Price”). The Underwriter agrees to purchase from the Company the number of Units set forth on Schedule 1 attached hereto and made a part hereof at the purchase price of (i) $[●] (or 92.0% of the Public Purchase Price for one (1) Unit) for each Unit including a Firm Share or (ii) $[●] (or 92.0% of the Public Purchase Price for one Unit, less the exercise price per Pre-funded Warrant of $0.001) for each Unit including a Pre-funded Warrant.

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