Transfer of Purchased Stock Sample Clauses

Transfer of Purchased Stock. At the Closing, the Sellers shall transfer to Buyer, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of the stock certificates, or certification of the President of the Company that the stock of the Company has been surrendered and reissued into the name of the Buyer. If a stock certificate is not delivered to Buyer, then Sellers shall also deliver an opinion of counsel that the transfer of the certificates to Buyer from Sellers is complete under the laws of New Jersey. If any Sellers shall fail or refuse to deliver any of the Purchased Stock, or any stock certificate or closing certificate or document required to be delivered by that Sellers, at the Closing as provided herein, such default shall not relieve any other Sellers of his obligations to comply fully with this Agreement, and the Buyer, at its option and without prejudice to its rights against any such defaulting Sellers, may (a) acquire only the Purchased Stock which have been delivered to it, or (b) refuse to acquire any Purchased Stock and thereby terminate all of its obligations hereunder to the Sellers, by delivery of written notice of termination and with no liability of the Buyer. The Sellers acknowledges that the Purchased Stock is unique and not otherwise available, and agree that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance.
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Transfer of Purchased Stock. As set forth in Section 1.3 above, Seller shall transfer to Buyer the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of the stock certificates deposited with the escrow agent and Issued In the name of the Buyer.
Sample 1
Transfer of Purchased Stock. At the Closing, the Seller shall transfer to Buyer or its nominee the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of one or more stock certificates, or certification of an authorized officer of the Company that all of the stock of the Company has been surrendered and reissued into the name of the Buyer. The Seller acknowledges that the Purchased Stock is unique and not otherwise available, and agrees that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Seller hereunder, including, without limitation, an action for specific performance, and Buyer agrees and acknowledges that in the event of a breach hereof by Buyer, Seller may seek any equitable remedies to enforce performance by the Buyer hereunder, including without limitation, an action for specific performance.
Sample 1
Transfer of Purchased Stock. At the Closing, the Sellers shall transfer to Buyer, the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of the stock certificates, duly endorsed for transfer, or an assignment separate from certificate sufficient to transfer the Purchased Stock to Buyer. If Seller cannot deliver stock certificate(s) for any of the Purchased Stock because any certificate therefor cannot be located for any reason, then Seller shall deliver an affidavit of lost certificate and indemnity agreement (without bond) in favor of Buyer at the Closing with respect to such shares of Purchased Stock.
Sample 1
Transfer of Purchased Stock. 7 1.3 Purchase of the Purchased Stock by Buyer / Purchase Price. . . 8 1.4
Sample 1
Transfer of Purchased Stock. Seller covenants and agrees with Buyer that, subject to the terms and conditions of this Agreement, on the Closing Date, Seller shall sell and deliver to Buyer, and Buyer shall purchase, all right, title, and interest, legal and equitable, in and to the Purchase Stock then owned by Seller in exchange for payment of the Purchase Price in accordance with Section 1.3 hereof. Seller shall deliver the certificates evidencing the Purchased Stock owned by Seller to Buyer at the Closing. The certificates will be properly endorsed for transfer to or accompanied by a duly executed stock power in favor of Buyer or its nominee as Buyer may have directed prior to the date hereof, otherwise in a form acceptable for transfer on the books of the Company, as the case may be. Seller will pay any Taxes payable with respect to the transfer of the Purchased Stock.
Sample 1
Transfer of Purchased Stock. Each Seller covenants and agrees with Buyer that, subject to the terms and conditions of this Agreement, on the Closing Date, such Seller shall sell and deliver to Buyer, and Buyer shall purchase from such Seller, all right, title, and interest, legal and equitable, in and to the Purchased Stock owned by such Seller and listed opposite such Seller's name as being purchased by Buyer on Schedules 3.2 and 4.2 hereof in exchange for payment of the Purchase Price in accordance with Section 1.3 hereof. Each Seller shall deliver the certificates evidencing the Purchased Stock owned by such Seller to Buyer at the Closing. The certificates will be properly endorsed for transfer to or accompanied by a duly executed stock power in favor of Buyer or its nominee as Buyer may have directed prior to the date hereof, otherwise in a form acceptable for transfer on the books of the Company or Appleton, as the case may be. Sellers will pay any Taxes payable with respect to the transfer of the Purchased Stock. 7 1.3
Sample 1
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Transfer of Purchased Stock. At the Closing, the Sellers shall deliver to Buyer or its nominee the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever, except the security interest as set forth in the Convertible Note. Said transfer shall be effected by delivery to Buyer of one or more stock certificates. The Sellers acknowledge that the Purchased Stock is unique and not otherwise available, and agrees that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance, and Buyer agrees and acknowledges that in the DIGITALTOWN- REZSOURCE STOCK PURCHASE AGREEMENT - 2 event of a breach hereof by Buyer, Sellers may seek any equitable remedies to enforce performance by the Buyer hereunder, including without limitation, an action for specific performance.
Sample 1
Transfer of Purchased Stock. At the Closing, the Seller shall deliver to Buyer or its nominee the Purchased Stock, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Said transfer shall be effected by delivery to Buyer of one or more stock certificates. The Seller acknowledges that the Purchased Stock is unique and not otherwise available, and agrees that, in addition to any other available remedies; Buyer may seek any equitable remedies to enforce performance by the Seller hereunder, including, without limitation, an action for specific performance, and Buyer agrees and acknowledges that in the event of a breach hereof by Buyer, Seller may seek any equitable remedies to enforce performance by the Buyer hereunder, including without limitation, an action for specific performance. FELLAZO – YAP KIT CHUAN STOCK PURCHASE AGREEMENT - 2
Sample 1

Related to Transfer of Purchased Stock

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • Segregation of Purchased Securities To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will]* [may]** be subject to liens granted by Seller to [its clearing bank]* [third parties]** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing]* [any]** lien or to obtain substitute securities.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

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