Transfer of the Stock. At the Closing, Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, all of the Stock free and clear of all Liens.
Transfer of the Stock. Upon the terms and conditions set forth in this Stock Transfer Agreement, Transferor shall sell, assign, transfer, convey and deliver to Transferee and Transferee shall acquire from Transferor, the Stock and all of Transferor's respective right, title and interest in the Stock in exchange for an aggregate payment of FOUR HUNDRED THOUSAND DOLLARS ($400,000) (the "Purchase Price"). The Stock will be transferred to the Transferee concurrent with the payment of the Purchase Price and the Purchase Price shall be paid to the Transferor concurrent with the execution of this Stock Transfer Agreement.
Transfer of the Stock. (a) PERMITTED SALE/TRANSFER. Except as provided below, no sale or transfer of Stock held under this Voting Trust is permitted during the term of this Voting Trust. Nothing herein shall restrict the rights of Stockholders to sell Notwithstanding the foregoing, any Stockholder may sell or transfer all or any portion of the Stock to a Stepxxxx Xxxty, but only if the shares of Stock so transferred remain deposited in and subject to the terms of this Voting Trust, in which case the transferee shall execute the Consent attached hereto as Exhibit C and will be deemed a Stockholder, and the Trustee will issue to the transferee one or more Voting Trust Certificates in respect thereof. Notwithstanding the foregoing, the Stockholders may accept the imposition of transfer restrictions on the Stock in addition to those set forth herein, and will deliver to the Trustee copies of any such restrictions. The Trustee shall have no duties or responsibilities with respect to such other restrictions.
(b) PROCEDURE FOR EFFECTING SALE OR TRANSFER OF STOCK. Upon the sale or transfer of all or any portion of the Stock, the transferring Stockholder shall deliver to the Trustee (i) a notice specifying the number of shares transferred and a representation that the transfer may be effected under any restrictions on transfer not set forth herein and, in the case of a transfer under which the shares transferred will not remain subject to the Voting Trust, a notice specifying to whom delivery of certificates representing such shares, duly endorsed by the Trustee in blank, shall be delivered, together with a written representation on the part of the transferring Stockholder that such transfer is in accordance with the requirements of Section 5(a) above, and (ii) if the transferee's shares will be subject to the Voting Trust and bound by the terms of this Agreement, an executed counterpart signature page to this Agreement executed by the transferee under which the transferee consents to being deemed a Stockholder hereunder for all purposes. The Stockholder's or transferee's failure to deliver an executed counterpart signature page in no way limits or affects the application of the Voting Trust or the terms of this Agreement to a transferee or its shares if by the terms
Transfer of the Stock. (a) Subject to the terms and conditions set forth in this Agreement, the Sellers sell and transfer to the Purchaser, who accepts, the Stock and all related rights, free and clear from any liens, pledges, security interests, claims or encumbrances of any kind.
(b) At Closing, the Sellers shall fulfill all obligations necessaries to transfer to the Purchaser the Stock, including, but not limited to, the execution of the notarial deed before notary public. It is understood that such activities will not supersede nor imply novation of this Agreement. In particular, all clauses of this Agreement providing for any obligation to be performed after Closing shall survive Closing and shall remain in full force and effect thereafter in accordance with their respective terms, without necessity for any of the Parties to reiterate or otherwise confirm their commitment with respect thereto.
Transfer of the Stock. Upon the terms and subject to the conditions contained herein, on the Closing Date, but effective as of the Effective Closing Date, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of the Stock, free and clear of any and all Encumbrances. Seller will pay all stock transfer taxes, recording fees and other sales, transfer, use, purchase, stamp or similar taxes, if any, resulting from the transactions contemplated hereby.
Transfer of the Stock a. The Company acknowledges that it is concurrently herewith delivering its certificates representing an aggregate of Eight Million (8,000,000) shares of the Company's Stock, which shall be issued as sixteen certificates each representing 500,000 shares (the Stock and the certificates issued in Purchaser's name shall be hereinafter referred to as the "Purchaser's Stock"). Purchaser shall have the right to cause the Company to issue any such new certificate in the name of Purchaser's assignee(s), and for purposes hereof, such certificates shall be considered to be issued in Purchaser's name.
b. The purchase price for the first Five Million (5,000,000) shares of the Company's Stock purchased hereunder shall be Seven U.S. Dollars ($7.00) per share, and the purchase price for the balance of Three Million (3,000,000) shares of the Company's Stock purchased hereunder shall be Ten U.S. Dollars ($10.00) per share, such purchase price paid in accordance with the provisions of subparagraph e of this Paragraph 2.
c. Upon execution of this Agreement and the issuance of the stock certificates in Purchaser's name, said certificates shall be delivered to Purchaser's attorney, Xxxx X. Xxxxxx ("Purchaser's Attorney"), for subsequent deposit in Purchaser's account or accounts at a bank or other depository located in the United States to be designated by Purchaser ("Designated Accounts"). Purchaser shall have and enjoy all incidents and indices of ownership of Purchaser's Stock. Purchaser intends to utilize the Designated Accounts and the Stock to raise the funds for the loan to the Company. Upon deposit of Purchaser's Stock into the Designated Accounts, Purchaser shall advise the Company of the location of the Designated Accounts and the depository institution at which they are located; PROVIDED, HOWEVER, the Company agrees to not contact said institution or cause or permit same to be contacted in any way on its behalf, except as is set forth in Paragraph 3.g.(i) of the Loan Agreement.
d. The Parties intend for the transfer and deposit of the Stock into the Designated Accounts to be effectuated immediately upon, or within three (3) business days after, execution of this Agreement, or in the event the Company has entered into an agreement to merge with a publicly-held company, then three (3) business days after that merger has become effective. However, the Parties understand that the transfer agent and the depository institution may be governed by procedures, guidelines and...
Transfer of the Stock. At the Closing (as defined in Article X), the Shareholders shall transfer, assign and deliver to the Company, free and clear of all liabilities, liens, security interests and other encumbrances, and the Company shall accept and receive from the Shareholders, all rights, title and interest, both legal and equitable, in and to all of the outstanding common stock of Pro-Pharma (the "Stock") as identified on the signature page of this Agreement.
Transfer of the Stock. At the Closing (as hereinafter defined), Rheem shall transfer, convey, assign and set over unto Watsco all of the Stock and deliver to Watsco certificates representing the Stock, together with appropriate stock powers, in form and substance satisfactory to Watsco and its legal counsel.
Transfer of the Stock. At the Closing and, upon consummation of the purchase contemplated hereby, OXMI will acquire from Seller good and marketable title to the Stock, free and clear of all Claims.
Transfer of the Stock. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, all of the SSBI Common Stock, free and clear of any and all Encumbrances.
