Transfer of Target Shares Sample Clauses

Transfer of Target Shares. Upon the terms and subject to the conditions set forth herein, and relying on the representations, warranties and covenants contained herein, at the Closing (as defined in Article 2.5), each Seller shall sell or cause to be sold, all of its/his/her respective Target Shares to the Purchaser, free and clear of any liens or encumbrances, and the Purchaser or its designated person shall purchase all of the Target Shares from the Sellers in accordance with Article 2. The number of the Target Shares to be sold by the Sellers is set forth on Schedule 1 hereto.
Sample 1
AutoNDA by SimpleDocs
Transfer of Target Shares. The Vendor and the Parent each consent to, and waive all rights of pre-emption, rights of first refusal, veto rights and such other rights they may have as otherwise prohibit, restrict or impair, the transfer of the Target Shares to the Purchaser in accordance with this Agreement.
Sample 1Sample 2
Transfer of Target Shares. At Closing, the Vendor shall cause the Target Shares to be duly and regularly sold, assigned and transferred to the Purchaser in accordance with the terms of this Agreement.
Sample 1Sample 2
Transfer of Target Shares. 3.1. The Seller is obliged to perform all acts for the due and legitimate transfer of the Target Shares (which means transfer of the title and ownership on the Target Shares, free from any encumbrances and any third parties’ rights and/or claims, subject to the terms of the Agreement) to the Buyer not later than on the Closing date. 3.2. If, under applicable legislation, any actions should be performed by the Seller to make legitimate transfer of title and ownership on the Target Shares to the Buyer, the Seller shall be obliged to perform such actions in order to provide for fulfilment of the clause 3.1 above. 3.3. The Parties agree to comply with all necessary formalities and/or procedures and undertake to carry out any necessary actions and/or measures in order to implement the transfer of title and ownership on the Target Shares in accordance with term defined in clause 3.1 hereof, and, in particular (but not limited to that), to deliver the share certificates, and to proceed with the required registration procedures according to the relevant applicable laws. 3.4. All rights connected to the Target Shares shall be transferred to the Buyer according to clause 3.1 of this Agreement.
Sample 1
Transfer of Target Shares. 2.1.1 根据本协议的约定，在本协议第4条约定的交割先决条件均得到满足或被收购方豁免的前提下，收购方将购买出售方持有的目标公司50,000股已发行股份（对应目标公司100%的股权，“目标股权”）以及目标股权附带的各项权利、权益以及出资（“本次交易”）。本次交易完成后，目标公司将成为收购方的全资子公司，收购方将通过持有目标股权及目标公司控制其他所有集团公司（包括目标公司的各级直接或间接子公司，以及通过控制协议所控制的大合手）。 In accordance with this Agreement and subject to the satisfaction or waiver by the Buyer of all the Conditions Precedent to Closing set forth in Article 4 hereunder, the Buyer will purchase 50,000 outstanding shares of the Target Company, (representing 100% of the equity interests of the Target Company, the “Target Shares”) from the Seller together with all rights, interests and capital contributions accompanied with the Target Shares (this “Transaction”). Upon the consummation of this Transaction, the Target Company will become a wholly-owned subsidiary of Buyer, and Buyer will control, through its ownership of the Target Shares and the Target Company, all other Group Companies including the Target Company’s direct and indirect subsidiaries at various levels and Daheshou (controlled through the Control Agreements). 2.1.2 保证方共同并连带地陈述、保证、承诺并确认，出售方向收购方转让的目标股权上不存在任何权利负担。 The Warrantors jointly and severally represent, warrant, covenant and confirm that the Target Shares to be transferred by the Seller to the Buyer is free from any Encumbrance.
Sample 1
Transfer of Target Shares. When the Buyer has paid the purchase price for Target Shares in full pursuant to Article 3 of this Agreement, the Seller is obliged to urge the Target Company to go through the Target Shares transfer formalities as follows: (1) Changing the records of contributions and shareholding ratio of the Buyer on the register of shareholders. (2) Amending the articles of association of the Target Company; (3) Promptly handling recording-filing and registration of changes in shareholders, changes in directors, amended articles of association, and other necessary matters with local industrial and commercial administration of the place of incorporation.
Sample 1
Transfer of Target Shares. The Seller shall transfer to the Purchaser all rights, title and interest in the Target Shares to the Purchaser, free and clear of all Encumbrances, including, without limitation, one or more certificates representing the Target Shares.
Sample 1
AutoNDA by SimpleDocs
Transfer of Target Shares. On the Closing Date the Shareholders shall transfer to the Purchaser certificates for the number of shares of the common stock of the Target (the “Target Shares”) which in the aggregate shall represent substantially all, but not less than 80%, of the issued and outstanding shares of the common stock of the Target.
Sample 1
Transfer of Target Shares 
Sample 1

Related to Transfer of Target Shares

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur: i. the Company will sell and transfer the Purchase Shares to GSAI and the Shareholders; ii. Bristlecone will deliver 4,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iii Xxxxxxxxx will deliver 3,500,000 common shares to the Company which shall be cancelled and returned to the treasury of the Company; iv. GSAI will transfer 100% of the outstanding shares of ARCIS (the “ARCIS Shares”) to the Company. v. the Shareholders will transfer 100% of the outstanding shares of GCED (the “GCED Shares”) to the Company; vi. the Company shall deliver the 13,200,000 Purchase Shares issued in the amounts and to the persons set forth in Exhibit C hereto; vii. the Officers and Directors of the Company shall appoint the directors designated by GSAI and resign; and the newly appointed Directors of the Company who shall serve until their successors have been duly elected or appointed and qualified or until their earlier death, resignation or removal in accordance with the Charter and the By-Laws, shall appoint the new officers of the Company.

  • Sale and Transfer of Shares On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • 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.

  • Transfer of Option Other than as expressly permitted by the provisions of Section 7.1(f) of the Plan, the Option may not be transferred except by will or the laws of descent and distribution and, during the lifetime of the Optionee, may be exercised only by the Optionee.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option: 1.4.1 Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s); 1.4.2 Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto; 1.4.3 Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests; 1.4.4 The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Interest Pledge Agreement executed by and among Party A, Party B and Party C on the date hereof and any modification, amendment and restatement thereto. “Party B’s Power of Attorney” as used in this Agreement shall refer to the Power of Attorney executed by Party B on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Restriction on Transfer of Subject Securities Subject to Section 2.3, during the period from the date of this Agreement through the Proxy Expiration Date, Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

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