Transfer of Consideration Shares Sample Clauses

Transfer of Consideration Shares. The transfer of the Consideration Shares as contemplated in this Agreement shall not result in actual losses suffered by the Group Companies or the Management Founder on tax liabilities arising from the transfer of Consideration Shares as imposed by competent PRC Government Authority.
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Transfer of Consideration Shares. 4.1 For so long as GF BVI and any Permitted Transferee collectively beneficially hold Consideration Securities carrying 2% or more of the votes attached to the issued share capital of Resources, if any such holder (the “Holder”) proposes to sell any Consideration Securities to a third party by way of private agreement, the Holder will comply with the provisions of Section 4.2, or if such Holder proposes to sell any Consideration Securities on a stock exchange on which the Consideration Securities are listed, the Holder will comply with the provisions of Section 4.3.
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Transfer of Consideration Shares. The Shareholders Agreement will provide that, in each case, without prejudice to any other limitations on the Transfer of any of the Consideration Shares, including those limitations contained in the Pelawan Trust Deed and any escrow agreement required for the TSX Venture Exchange:
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Transfer of Consideration Shares. (a) The Sellers acknowledge and agree with the Purchaser Guarantor that the Sellers’ ability to transfer the Consideration Shares is limited by, among other things, applicable securities Laws and the policies of the TSX. In particular, the Sellers acknowledge having been informed that the Consideration Shares will be subject to a customary four month “hold period” under Canadian Securities Laws, and the Sellers acknowledge that they are each solely responsible (and the Purchaser Guarantor is not in any way responsible) for compliance with such hold period.
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Transfer of Consideration Shares. Upon the issuance of the Consideration Shares, the Vendor shall acquire good title to the Consideration Shares, free and clear of any Encumbrance and will have the right to have the Consideration Shares transferred into and recorded in the name of the Vendor on the records of the Purchaser. The Consideration Shares represent no less than one‐third of all of the issued and outstanding shares in the capital of the Purchaser, on a fully‐diluted basis on the date hereof.
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Transfer of Consideration Shares. (a) On or after the release dates specified in Section 2.01 and for so long as GF Netherlands and any Permitted Transferee collectively beneficially hold Consideration Shares carrying 10% or more of the votes attached to the Common Shares of the Corporation on an undiluted basis, if any such holder (the “Holder”) proposes to sell any Consideration Shares to a party other than a Permitted Transferee, the Holder will provide a notice in writing (the “Sale Notice”) to the Corporation of such intended sale. The Sale Notice will include the number of Consideration Shares (the “Offered Securities”) and the minimum cash price per security at which the Holder is proposing to sell the Offered Securities (the “Cash Price”). For a period of (i) three Business Days (if GF Netherlands and any Permitted Transferee collectively beneficially hold Consideration Shares carrying 10% or more but less than 20% of the votes attached to the Common Shares of the Corporation on an undiluted basis) and (ii) five Business Days (if GF Netherlands and any Permitted Transferee collectively beneficially hold Consideration Shares carrying 20% or more of the votes attached to the Common Shares of the Corporation on an undiluted basis), after the date of receipt by the Corporation of the Sale Notice, the Corporation will have the right to identify one or more purchasers (which, for greater certainty, may include the Corporation or any of its affiliates) (collectively, the “First Purchaser”) who have indicated to the Corporation a willingness to purchase all but not less than all of the Offered Securities at a price which is not less than the Cash Price and the Corporation will provide notice (the “First Purchaser Identification Notice”) to the Holder identifying the purchaser(s). Unless the Holder provides notice in writing (the “First Objection Notice”) to the Corporation within three Business Days after the date of receipt by the Holder of the First Purchaser Identification Notice that the Holder objects on reasonable commercial grounds (which need to be specified) to transacting with the First Purchaser, the Holder will proceed to effect sales with such First Purchaser within five Business Days after the date of receipt by the Holder of the First Purchaser Identification Notice.
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Transfer of Consideration Shares. In consideration for Seller’s sale, assignment and transfer to Purchaser of all its right, title and interest in and to the Purchased Assets, Xxxxxx, on behalf of Purchaser, shall deliver to Seller, upon the execution and delivery of this Agreement, a stock certificate representing the Consideration Shares, in the name of Xxxxxx, duly endorsed by Xxxxxx with such guarantees as required by the Seller’s transfer agent to reflect the transfer of the Consideration Shares on the stock records of the Seller.
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Transfer of Consideration Shares. At the Closing, Buyer shall deliver to Seller: (a) certificates representing the Consideration Shares, duly endorsed to Seller or as directed by Seller, which delivery shall vest Seller with good and marketable title to such Consideration Shares, free and clear of all liens and encumbrances; and (b) duly executed stock power(s) assigning and transferring the Consideration Shares to the Seller.
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Related to Transfer of Consideration Shares

  • Consideration Shares The Consideration Shares, when issued in accordance with the terms and conditions of this Agreement, will be fully paid and non-assessable.

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • No Transfer of Shares Each of the Selling Shareholders, directly or indirectly, has not entered into any commitment, transaction or other arrangement, including any prepaid forward contract, 10b5-1 plan or similar agreement, which transfers or may transfer any of the legal or beneficial ownership or any of the economic consequences of ownership of the Selling Shareholder Shares to be sold by such Selling Shareholder hereunder, except as has been previously disclosed in writing to the Underwriter.

  • Fractional Rights and Fractional Shares (a) The Company shall not be required to issue fractions of Rights or to distribute Right Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Right Certificates with regard to which such fractional Rights would otherwise be issuable, an amount in cash equal to the same fraction of the current market value of a whole Right. For the purposes of this Section 14(a), the current market value of a whole Right shall be the closing price of the Rights for the Trading Day immediately prior to the date on which such fractional Rights would have been otherwise issuable. The closing price for any day shall be the last sale price, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Rights are not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Rights are listed or admitted to trading or, if the Rights are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by NASDAQ or such other system then in use or, if on any such date the Rights are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Rights selected by the Board of Directors of the Company. If on any such date no such market maker is making a market in the Rights, the fair value of the Rights on such date as determined in good faith by the Board of Directors of the Company shall be used.

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