Transfer of the Shares and acknowledgment Sample Clauses

Transfer of the Shares and acknowledgment. 2.2.1 On the terms and subject to the conditions of this Agreement, Aegon Europe shall transfer, subject to satisfaction of the Transfer Condition Precedent, the Shares at Closing, free from Encumbrances, to ASR, and ASR shall acquire and accept the Shares, subject to satisfaction of the Transfer Condition Precedent, from Aegon Europe through the execution of a notarial deed of transfer (the “Deed of Transfer”). An agreed form of the Deed of Transfer is attached hereto as Schedule 3 (Agreed form of Deed of Transfer). 2.2.2 Aegon shall procure that Aegon NL shall acknowledge the transfer of the Shares from Aegon Europe to ASR on the Closing Date by co-signing the Deed of Transfer and shall immediately enter such transfer in its shareholders register upon satisfaction of the Transfer Condition Precedent.
Sample 1
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Transfer of the Shares and acknowledgment. 2.2.1 On the terms and subject to the conditions set out in this Agreement, the Seller shall transfer the Shares on the Closing Date, free from Encumbrances and together with all rights attached to the Shares, to the Purchaser and the Purchaser shall acquire and accept the Shares from the Seller through the execution of a notarial deed of transfer (the “Deed of Transfer”). An agreed form of the Deed of Transfer is attached hereto as Schedule 2 (Agreed form of Deed of Transfer). 2.2.2 The Seller shall procure that the Company acknowledges the transfer of the Shares on the Closing Date by co-signing the Deed of Transfer.
Sample 1

Related to Transfer of the Shares and acknowledgment

  • FUND ACKNOWLEDGEMENT Each Fund acknowledges that in connection with all foreign exchange transactions entered into by the Fund (or its Investment Advisor acting on its behalf) with SSGM or any sub-custodian, SSGM and each such sub-custodian: (i) shall be acting in a principal capacity and not as broker, agent or fiduciary to the Fund or its Investment Advisor; (ii) shall seek to profit from such foreign exchange transactions, and are entitled to retain and not disclose any such profit to the Fund or its Investment Advisor; and (iii) shall enter into such foreign exchange transactions pursuant to the terms and conditions, including pricing or pricing methodology, (a) agreed with the Fund or its Investment Advisor from time to time or (b) in the case of an indirect foreign exchange service, (i) as established by SSGM and set forth in the Client Publications with respect to the particular foreign exchange execution services selected by the Fund or the Investment Advisor or (ii) as established by the sub-custodian from time to time.

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Certain Acknowledgments Each of the parties acknowledges and agrees that no property or cash consideration of any kind whatsoever has been or shall be given by Lender to Borrower in connection with the Extension or any other amendment to the Note granted herein.

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