Transfer of the Purchased Shares. 5.4.1 Each of the Vendors shall take all necessary steps and corporate proceedings to permit good title to the Purchased Shares to be duly and validly transferred and assigned to the Purchaser at Closing, free and clear of all Encumbrances.
Transfer of the Purchased Shares. The Vendors shall take all necessary steps and corporate proceedings to permit good title to the Purchased Shares to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than those specifically set out or provided for in this Agreement.
Transfer of the Purchased Shares. On the date hereof, the Parties hereof and A.A.R Xxxxx Holdings Ltd. and the Escrow Agent shall execute the Escrow Agreement, pursuant to which (i) the Seller shall procure the transfer of the Purchased Shares, and all dividends and other income received in respect of the Purchased Shares on or after the date hereof (the "Purchased Share Income"), to an escrow account to be held in escrow, and (ii) upon fulfillment of the Condition and delivery of the Release Notice (as such term is defined in the Escrow Agreement) to the Escrow Agent the Escrow Agent shall transfer the Purchased Shares and the Purchased Share Income to account designated by the Purchaser; all in accordance with the Escrow Agreement. Without derogating from the effectiveness of this Agreement, it is agreed by the Parties that the Purchased Shares may be pledged (or provided under other security arrangement) in favor of the Seller (either to secure obligations of the Purchaser or an affiliate thereof towards the Seller or pledged in favor of any lender of the Seller) in connection with fulfillment of the Condition. In case such pledge and/or security arrangement is implemented and exercised such that the Purchaser no longer holds the Purchased Shares the Seller will owe the Purchaser an amount equal to the value of the Purchased Shares on the exercise date of such pledge or security arrangement.
Transfer of the Purchased Shares. At or prior to Closing, (i) Emerald and Village Farms shall cause PSF to take all necessary corporate action for purposes of approving and authorizing the transfer of Purchased Shares to Village Farms at Closing, and (ii) Emerald shall cause Emerald Canada to take all necessary corporate action for purposes of approving and authorizing the transfer of the Purchased Shares to Village Farms at Closing.
Transfer of the Purchased Shares. From the date hereof until the Closing Date, Seller agrees that it shall not sell, lease or otherwise transfer beneficial or record ownership of, or create or incur any Lien on, any of the Purchased Shares without the prior written consent of Buyer.
Transfer of the Purchased Shares. (a) GoldQuest and GoldQuest BVI, as applicable, shall take all necessary steps and corporate proceedings to permit good title to the Purchased Shares to be duly and validly transferred and assigned to Portex at the Closing, free of all Liens.
(b) Portex shall take all necessary steps and corporate proceedings to authorize the First Tranche Shares, and if applicable the Second Tranche Shares and Penalty Shares, to permit good title to such securities to be duly and validly transferred and assigned to GoldQuest as fully-paid and non-assessable .
Transfer of the Purchased Shares. The Vendors will take all necessary corporate steps and corporate proceedings to permit good and marketable title to the Vendors' Shares to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens. The Purchaser will take all necessary corporate steps and corporate proceedings to permit good and marketable title to the Pubco Shares to be duly and validly transferred and assigned to the Vendors at the Closing, free of all Liens other than those restrictions on transfer set forth under Rule 144 of the Rules and Regulations of the Securities and Exchange Commission of the United States.
Transfer of the Purchased Shares. Upon payment of the Purchase Price to the Selling Shareholders, each of the Parties agrees to take all actions permitted by applicable law that may be reasonably necessary to give effect to the settlement of the transfer of the Purchased Shares set forth herein, which actions may include, without limitation, (i) voting or causing to be voted any shares of the Company, (ii) causing the adoption of shareholders resolutions and amendments to the Company’s by-laws, (iii) executing agreements or instruments, including their amendments, and (iv) making, or causing to be made, with any competent authority all filings, approvals, registrations or similar actions that are required to achieve such result.
Transfer of the Purchased Shares. At the First Closing (as that term is defined herein), Sellers agree to sell, convey, assign, transfer and deliver 47,000 of the Purchased Shares (the "First Tranche Shares") to Buyer, and at the Second Closing (as that term is defined herein), Sellers agree to sell, convey, assign, transfer and deliver 434,154 of the Purchased Shares (the "Second Tranche Shares") to Buyer or its designees, and Buyer agrees to purchase, acquire and accept the Purchased Shares from Sellers, on the terms and conditions set forth herein.
Transfer of the Purchased Shares. (a) The Vendor will take all necessary steps and corporate proceedings to permit good title to the Purchased Shares to be duly and validly transferred and assigned to the Purchaser at the Closing, free of all Liens other than the restrictions on transfer contained in the articles of the Company.
(b) Notwithstanding any other provision in this Agreement, the Purchaser hereby acknowledges that the Ministerial Consents granted to either: (a) the Vendor or (b) the Company while it is under the control of the Vendor, cannot, as set out on the face of such Ministerial Consents, be transferred to the Purchaser, and the representations, warranties, and covenants of the Vendor set out in this Agreement, as applicable, are qualified by this restriction.
