Transfer of Consideration Shares Sample Clauses

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: (a) during the Financing Period: (i) the Vendor may not Transfer any of the Consideration Shares other than the Consideration Shares comprising the Threshold Return Entitlement and may not Transfer any of the Consideration Shares where such Transfer would then result in the Current Shareholding falling below the Statutory Shareholding; (ii) the Vendor shall not be entitled to Transfer any Consideration Shares comprising the Threshold Return Entitlement between the date of the public announcement of a Dilutive Financing and the date upon which such Dilutive Financing closes; (iii) Anooraq shall have an assignable call option (the “Call Option”) in respect of the Consideration Shares comprising the Threshold Return Entitlement. The Call Option shall entitle Anooraq to an assignable call right (the “Call Right”) entitling Anooraq or its assignee to acquire such Consideration Shares, in whole or in part and at any time or times during the Financing Period, for a purchase consideration per share equal to: (A) in respect of any parcel of Consideration Shares which would yield gross proceeds of $1,000,000 or more, the Market Price determined at the date of closing (“Delivery”) of the sale of the Consideration Shares forming the subject matter of the exercise of the Call Right, less a discount of up to 10%; or (B) in respect of any parcel of Consideration Shares which would yield gross process of less than $1,000,000, the Market Price determined at Delivery. Each such acquisition of Consideration Shares shall be closed 10 Business Days following the delivery by Anooraq of a written notice to the Vendor exercising the Call Right. Multiple notices of exercise of the Call Right in respect of part of the Consideration Shares comprising the Threshold Return Entitlement may be delivered during the Financing Period. The Call Option may be exercised only upon the approval of a Disinterested Majority; (b) subject to paragraph (e) below, the Vendor shall not be entitled to Transfer any of the Consideration Shares in excess of the Bleed Share Entitlement, provided that: (i) if, during the Financing Period, the Vendor has not Transferred its full Bleed Share Entitlement for any quarter, the remaini...
Sample 1Sample 2See All (5)
AutoNDA by SimpleDocs
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.
Sample 1Sample 2Sample 3See All (4)
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.
Sample 1
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.
Sample 1
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.
Sample 1
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. (b) The Sellers further acknowledge and agree with the Purchaser Guarantor that the Consideration Shares will be “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act, and that if in the future the Sellers decide to offer, resell, pledge or otherwise transfer any of the Consideration Shares, such Consideration Shares may be offered, resold, pledged or otherwise transferred, directly or indirectly, only: (i) to the Purchaser Guarantor; (ii) outside the United States in accordance with Regulation S under the U.S. Securities Act; (iii) pursuant to an effective registration statement under the U.S. Securities Act; (iv) in accordance with Rule 144 under the U.S. Securities Act, if available, and, in each case, in compliance with any applicable state securities laws of the United States; or
Sample 1

Related to Transfer of Consideration Shares

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • MEMO OF CONSIDERATION RECEIVED on the day month and year first above written of and from the within named Purchasers the within mentioned sum of Rs. /- (Rupees only)paid as and by way of full consideration in terms of these presents. 1 By cheque no. dated 2 By cheque no. dated 3 By cheque no. dated 4 By cheque no. dated 5 By cheque no. dated 6 TDS ( ) 7 By cheque no. dated TOTAL (RUPEES ONLY) 1. (OWNERS)

  • Additional Shares or Substituted Securities In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a form other than Shares, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction affecting the Company’s outstanding Shares without receipt of consideration, any new, substituted or additional securities or other property which are by reason of such transaction distributed with respect to any Shares subject to this Section 5 or into which such Shares thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect the distribution of such securities or property shall be made to the number and/or class of Shares subject to this Section 5 and Section 3.

  • Allocation of Consideration (i) Subject to Subsection 2.2(d)(ii), the aggregate consideration payable to the Participating Investors and the selling Key Holder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by each Participating Investor and the selling Key Holder as provided in Subsection 2.2(b), provided that if a Participating Investor wishes to sell Preferred Stock, the price set forth in the Proposed Transfer Notice shall be appropriately adjusted based on the conversion ratio of the Preferred Stock into Common Stock. (ii) In the event that the Proposed Key Holder Transfer constitutes a Change of Control, the terms of the Purchase and Sale Agreement shall provide that the aggregate consideration from such transfer shall be allocated to the Participating Investors and the selling Key Holder in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate and, if applicable, the next sentence as if (A) such transfer were a Deemed Liquidation Event (as defined in the Restated Certificate), and (B) the Capital Stock sold in accordance with the Purchase and Sale Agreement were the only Capital Stock outstanding. In the event that a portion of the aggregate consideration payable to the Participating Investor(s) and selling Key Holder is placed into escrow and/or is payable only upon satisfaction of contingencies, the Purchase and Sale Agreement shall provide that (x) the portion of such consideration that is not placed in escrow and is not subject to contingencies (the “Initial Consideration”) shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate as if the Initial Consideration were the only consideration payable in connection with such transfer, and (y) any additional consideration which becomes payable to the Participating Investor(s) and selling Key Holder upon release from escrow or satisfaction of such contingencies shall be allocated in accordance with Sections 2.1 and 2.2 of Article IV(B) of the Restated Certificate after taking into account the previous payment of the Initial Consideration as part of the same transfer.

  • Legend on Stock Certificates Certificates evidencing the Option Shares, to the extent appropriate at the time, shall have noted conspicuously on the certificates a legend intended to give all persons full notice of the existence of the conditions, restrictions, rights and obligations set forth herein and in the Plan.

  • Fractional Rights and Fractional Shares (a) The Company shall not be required to issue fractions of Rights or to distribute Rights Certificates which evidence fractional Rights. In lieu of such fractional Rights, there shall be paid to the registered holders of the Rights 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, as determined pursuant to the second sentence of Section 1(j) hereof. (b) The Company shall not be required to issue fractions of Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of the Rights or to distribute certificates which evidence fractional Preferred Shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share). Interests in fractions of Preferred Shares in integral multiples of one one-thousandth (0.001) of a Preferred Share may, at the election of the Company, be evidenced by depository receipts, pursuant to an appropriate agreement between the Company and a depository selected by it; provided, that such agreement shall provide that the holders of such depository receipts shall have all the rights, privileges and preferences to which they are entitled as beneficial owners of the Preferred Shares represented by such depository receipts. In lieu of fractional Preferred Shares that are not integral multiples of one one-thousandth (0.001) of a Preferred Share, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Preferred Share. For purposes of this Section 14(b), the current market value of a Preferred Share shall be (x) one thousand multiplied by (y) the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (c) The Company shall not be required to issue fractions of Common Shares or to distribute certificates which evidence fractional Common Shares upon the exercise or exchange of Rights. In lieu of such fractional Common Shares, the Company shall pay to the registered holders of Rights Certificates at the time such Rights are exercised as herein provided an amount in cash equal to the same fraction of the current market value of a Common Share. For purposes of this Section 14(c), the current market value of a Common Share shall be the closing price of a Common Share (as determined pursuant to the second sentence of Section 1(j) hereof) for the Trading Day immediately prior to the date of such exercise. (d) The holder of a Right by the acceptance of the Right expressly waives his or her right to receive any fractional Rights or any fractional shares (other than fractions that are integral multiples of one one-thousandth (0.001) of a Preferred Share) upon exercise of a Right.

  • Share Consideration Nation Energy Inc., a Wyoming corporation, has agreed to issue on December 17, 2015 600,000,000 of its common shares (the Share Consideration) to Paltar, and Paltar has agreed to certain restrictions on the transfer of such shares, under the terms of the Third Amended and Restated Letter Agreement, dated 30 August 2015 between Nation Energy Inc. and Paltar (the Letter Agreement), in the event that an Exchange Transaction (as defined in the Letter Agreement) has not been consummated on or before December 16, 2015.

  • Determination of Consideration For purposes of this Subsection 4.4, the consideration received by the Corporation for the issue of any Additional Shares of Common Stock shall be computed as follows:

  • Stock Consideration 3 subsidiary...................................................................53

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction: (A) the numerator of which shall be equal to the sum of (x) the number of shares of Outstanding Common Stock immediately prior to the issuance of such Additional Shares of Common Stock plus (y) the number of shares of Common Stock (rounded to the nearest whole share) which the aggregate consideration for the total number of such Additional Shares of Common Stock so issued would purchase at a price per share equal to the Warrant Price then in effect, and (B) the denominator of which shall be equal to the number of shares of Outstanding Common Stock immediately after the issuance of such Additional Shares of Common Stock. (ii) No adjustment of the number of shares of Common Stock for which this Warrant shall be exercisable shall be made under paragraph (i) of Section 4(d) upon the issuance of any Additional Shares of Common Stock which are issued pursuant to the exercise of any Common Stock Equivalents, if any such adjustment shall previously have been made upon the issuance of such Common Stock Equivalents (or upon the issuance of any warrant or other rights therefor) pursuant to Section 4(e).

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!