Transfer of the Sold Shares Sample Clauses

Transfer of the Sold Shares. On the completion date, after all the approvals have been received and after all the payments which the Purchaser is liable to pay Ampal, Amot and Gmul as provided in clause 8 below have been effected: (a) Ampal shall deliver a share transfer deed to the Purchaser in the text annexed hereto as appendix "B1" in respect of Ampal's shares; (b) Amot shall deliver a share transfer deed to the Purchaser in the text annexed hereto as appendix "B2" in respect of Amot's shares; (c) Gmul shall deliver a share transfer deed to the Purchaser in the text annexed hereto as appendix "B3" in respect of Gmul's shares; (d) the Vendors shall deliver to the Purchaser minutes of the Company's board of directors approving the transfer of Ampal's shares, Amot's shares and Gmul's shares to the Purchaser in the text annexed hereto as appendix "C", signed by the chairman of such meeting. By delivering the aforementioned documents, the Vendors will have fulfilled their duty to transfer and sell the sold shares to the Purcxxxxx. 00
Sample 1
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Transfer of the Sold Shares. Subject to (unter der aufschiebenden Bedingung) the payment of (i) the Purchase Price (as defined in Section 3.1 below) and the Contractual Interest (as defined in Section 3.4.1 below) and (ii) the Elster Group Payment by the Purchaser on behalf of Nachtwache GmbH (i) Seller 1 assigns (xxxxx xx) to the Purchaser the NACHTWACHE Share 1 and (ii) Seller 2 assigns (xxxxx xx) to the Purchaser the Xxxxx International Shares and (iii) Seller 3 assigns (xxxxx xx) to the Purchaser the NACHTWACHE Share 2 and the Purchaser hereby accepts such assignments, upon the terms and conditions of this Agreement.
Sample 1
Transfer of the Sold Shares. 2.1 Subject to the terms and conditions of this Agreement, the Sellers shall sell to the Buyer and the Buyer shall purchase from the Sellers, all the Sold Shares free and clear from any Encumbrance on Completion. The Sold Shares sold by each Seller are indicated opposite of its name as set forth in Schedule C. To that effect, each Seller individually covenants (se porte fort) that it shall validly own the Sold Shares at Completion as indicated opposite of its name as set forth in said Schedule C. 2.2 The Parties agree that the transfer of ownership of the Sold Shares shall occur at 23:59 Paris time on the Completion Date, subject to Completion. 2.3 As of the Completion Date, the Buyer shall have the full ownership of the Sold Shares together with all the rights attached thereto, including the voting rights. The Buyer shall have the right to all dividends and reserves which could be distributed with respect to the Sold Shares and for which the decision of distribution and/or the payment shall occur after the Completion Date. 2.4 Neither the Buyer nor the Sellers shall be obligated to complete the sale and purchase of any of the Sold Shares unless the sale and purchase of all Sold Shares is completed simultaneously.
Sample 1
Transfer of the Sold Shares. 2.1. In performance of the obligations of the Seller and the Buyer resulting from the PSPA and pursuant to the terms and conditions of the PSPA, the Seller hereby sells and transfers the full legal title to the Shares together with all rights attached thereto to the Buyer while the Buyer buys and accepts the transfer of the Shares together with all rights attached thereto, for the Purchase Price, i.e. the amount of [●] which has been calculated in accordance with Clause ‎3.1 to PSPA and which shall be paid in accordance with Clause ‎3.6 to SPA. The exact allocation of the Purchase Price between the respective Shares in the Project Companies is indicated in Schedule ‎3.1
Sample 1
Transfer of the Sold Shares. 2.1. In performance of the obligations of the Seller and the Buyer resulting from the PSPA and pursuant to the terms and conditions of the PSPA, the Seller hereby sells and transfers the full legal title to the Shares together with all rights attached thereto to the Buyer while the Buyer buys and accepts the transfer of the Shares together with all rights attached thereto, for the Purchase Price, i.e. the amount of EUR 4,689,520.47 (in words: four million six hundred eighty-nine thousand five hundred twenty euro and 47/100) which has been calculated in accordance with Clause ‎3.1 to PSPA and which shall be paid in accordance with Clause ‎3.6 to SPA. The exact allocation of the Purchase Price between the respective Shares in the Project Companies is indicated in Schedule ‎3.1 to the PSPA. 2.2. The Parties agree that the transfer of the full legal title to the Shares will occur upon payment by the Buyer and crediting of the Purchase Price Tranche 1 amounting to EUR 3,189,520.47 (in words: three million one hundred eighty-nine thousand five hundred twenty euro and 47/100) and the Shareholder Loan Amounts amounting to EUR 49,738,944.64 (in words: forty-nine million, seven hundred thirty-eight thousand, nine hundred forty-four euro and 64/100) on the Xxxxx Xxxx Restricted Bank Account.
Sample 1
Transfer of the Sold Shares. 2.1 Subject to (i) the terms of this Agreement, (ii) the receipt by the Seller of the Purchase Price, (iii) the receipt by the Lenders of an amount corresponding to the Loan Amount and (iv) the fulfilment by the Purchaser of the obligations set out in Schedule 5 for which it is responsible, the Seller agrees to sell to the Purchaser all of the shares in each and every Colombia Holdings BV, representing (on a fully diluted basis) all of the issued share capital and voting rights of all Colombia Holdings BVs (hereafter, the “Sold Shares”) free from any Encumbrances thereon. 2.2 Subject to the performance by the Seller of the obligations set out in Schedule 5 for which it is responsible, the Purchaser agrees to purchase all, and not less than all, the Sold Shares free from any Encumbrances. The Purchaser shall be entitled, with effect from the Completion Date, to exercise directly all rights attaching or accruing to the Sold Shares, including, without limitation, the right to vote and to receive all dividends, distributions or any return on capital declared, paid or made by the Companies, on or after the Completion Date.
Sample 1
Transfer of the Sold Shares. Subject to (aufschiebend bedingt auf) satisfaction, or due waiver, of the Closing Conditions and due performance, or due waiver, of the Closing Actions Part I, the Seller hereby assigns (xxxxx xx) the Sold Shares to the Purchaser and the Purchaser accepts such assignment.
Sample 1
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Transfer of the Sold Shares. Seller hereby assigns to Purchaser the Sold Shares with effect as of the Closing Date (as defined in Section 3.1 below), and Purchaser accepts such assignment. The Sold Shares are assigned to Purchaser subject to the fulfillment (or, to the extent permissible, the waiver) of the conditions precedent referred to in Section 3.2 and of the further condition precedent of the full payment of the Purchase Price by Purchaser to Seller on the Closing Date. The foregoing condition shall be deemed to be fulfilled also upon the execution by the Parties of the certificate referred to in Section 3.4 (d).
Sample 1

Related to Transfer of the Sold Shares

  • 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.

  • 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."

  • Tender of the Shares (a) Stockholder hereby agrees that, unless the Offer is earlier terminated or withdrawn by Merger Sub, it shall duly tender (and deliver any certificates evidencing) the Shares beneficially held by it, or cause its Shares to be duly tendered, into the Offer promptly following, and in any event no later than the tenth (10th) business day following Stockholder’s receipt of the Offer Documents, in accordance with the procedures set forth in the Offer Documents, free and clear of all Encumbrances (other than Permitted Encumbrances); provided that Parent and Merger Sub agree that Stockholder may withdraw its Shares from the Offer at any time following (x) the date that the Offer is terminated, withdrawn or expired without the Shares having been accepted for purchase in the Offer or (y) the Termination Date. (b) Stockholder agrees that once the Shares are tendered into the Offer, Stockholder will not withdraw any Shares from the Offer unless and until (i) the Offer shall have been terminated in accordance with the terms of the Merger Agreement or (ii) the Termination Date shall have occurred. (c) Stockholder hereby (i) waives and agrees not to exercise any rights of appraisal or rights to dissent from the Merger that Stockholder may have, and (ii) agrees not to commence or join in, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Sub, the Company or any of their respective successors (x) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (y) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Merger Agreement. (d) If (x) the Offer is terminated, withdrawn or expires without the Shares having been accepted for purchase in the Offer or (y) the Termination Date occurs, Parent and Merger Sub shall promptly (and in any event no later than the third (3rd) business day) return, and shall cause any depository or paying agent acting on behalf of Parent and Merger Sub, to return all tendered Shares to the Stockholder.

  • 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 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 Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • 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.

  • Transfer of Warrant If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.

  • 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.

  • 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.

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