Transfer of Shareholder Shares Sample Clauses

Transfer of Shareholder Shares. No holder of Shareholder Shares (other than Investment Corp. and its Affiliates, who shall only be bound pursuant to (b) below) shall sell, transfer, assign, pledge or otherwise dispose of (a "Transfer") any interest in any Shareholder Shares without the prior written consent of the Investment Corp., except Transfers pursuant to and in accordance with paragraphs 2(b), 2(c), 3, 4 and 5 below.
Sample 1Sample 2Sample 3See All (9)
AutoNDA by SimpleDocs
Transfer of Shareholder Shares. (a) Shareholder Shares are transferable only pursuant to (i) public offerings registered under the Securities Act, (ii) subject to the provisions of Section 4 above, Rule 144, Rule 144A or Rule 701 (or any similar rule or rules then in effect) of the Securities and Exchange Commission if such rule is available, (iii) Section 4(c), and (iv) subject to Section 4 and Section 9(b) below, any other legally available means of Transfer.
Sample 1Sample 2
Transfer of Shareholder Shares. No holder of Shareholder Shares ------------------------------ shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in his Shareholder Shares (a "Transfer"), except pursuant to the provisions of this paragraph 3 or pursuant to a Public Sale. No Shareholder shall consummate any Transfer (other than a Public Sale) until 30 days after the delivery to the Company of such Shareholder's Offer Notice, unless the parties to the Transfer have been finally determined pursuant to this paragraph 3 prior to the expiration of such 30-day period (the "Election Period").
Sample 1Sample 2
Transfer of Shareholder Shares. No Shareholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Shareholder Shares (a "Transfer"), except pursuant to the provisions of this Paragraph 4; provided however that any Shareholder may, without restriction and without notice to any other Shareholder, transfer Shareholder Shares by INTER VIVOS gift or testamentary disposition to a transferring Shareholder's spouse or lineal descendants or to a trust for the benefit of such persons, to a family partnership consisting of the Shareholder and/or such persons if the designated transferee, heir, trust or partnership, upon transfer of record ownership of such Shares, agrees to be bound by the terms and provisions of this Agreement.
Sample 1
Transfer of Shareholder Shares. No holder of Shareholder Shares (other than any member of the Golden Gate Group, it being agreed that any transfer by any member of the Golden Gate Group will be subject to Section 8 below) may sell, transfer, assign, pledge or otherwise dispose of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest (legal or beneficial) in any Shareholder Shares (a “Transfer”), except Transfers pursuant to and in accordance with the provisions of Section 2(b), Section 3, Section 4 or Section 5 of this Agreement.
Sample 1
Transfer of Shareholder Shares. No holder of Shareholder Shares shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in such holder’s Shareholder Shares (a “Transfer”), except pursuant to the provisions of this paragraph 6 or paragraph 2 hereof, or pursuant to a Public Sale; provided that in no event shall any Transfer of Shareholders Shares pursuant to this paragraph 6 be made for any consideration other than cash payable upon consummation of the Transfer or in installments over time, and no Shareholder Shares may be pledged by the holders thereof. No holder of Shareholder Shares shall consummate any Transfer (other than a Public Sale or pursuant to paragraph 2 or paragraph 6(e) hereof) until 30 days after the delivery to the Company and the other Shareholders of such Shareholder’s Sale Notice, unless the parties to the Transfer have been finally determined pursuant to this paragraph 6 prior to the expiration of such 30-day period (the “Election Period”).
Sample 1
Transfer of Shareholder Shares. No holder of Shareholder Shares (other than the Xxxx Group or the SXI Group) shall sell, transfer, assign, pledge or otherwise dispose of (whether directly or indirectly, whether with or without consideration and whether voluntarily or involuntarily or by operation of law) any interest in any Shareholder Shares (a "Transfer"), except Transfers pursuant to and in accordance with the provisions of Section 2(b), 2(c), 2(d), 2(e) or 3 of this Agreement; it being agreed and understood that nothing in this Section 2(a) shall relieve any member of the Xxxx Group or the SXI Group from any of their obligations in Section 2(b) below.
Sample 1
AutoNDA by SimpleDocs

Related to Transfer of Shareholder Shares

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

  • 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.

  • 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.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

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

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Founder Shares In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Voting Rights as a Stockholder Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided, the Initial Stockholders shall retain all of their rights as stockholders of the Company during the Escrow Period, including, without limitation, the right to vote such shares.

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Parent (such consent to be given or withheld in its sole discretion), from and after the date hereof, Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

Time is Money Join Law Insider Premium to draft better contracts faster.