Transfer of the Transferred Shares Sample Clauses

Transfer of the Transferred Shares. For and in consideration of the payment of the Purchase Price (less any applicable withholding taxes), the Sellers shall sell, assign, transfer, and convey all right, title, and interest in and to the Transferred Shares to the Purchaser effective as of the Closing Date (as defined below). This Agreement does not constitute not a redemption as set forth by the Certificate of Designation of the Transferred Shares, but is a privately negotiated agreement between the Parties. The Sellers tender to the Purchaser the associated rights of such Transferred Shares, including, but not limited to, the Note Obligations, the conversion right, liquidation preference, and all dividends in arrears. Without limiting the generality of the foregoing, no dividends shall be paid or other payments made for any period, including any period prior to the Effective Date, in respect of the Transferred Shares.
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Transfer of the Transferred Shares. The Transferor hereby transfers to the Transferee all right, title and interest in and to the Transferred Shares.
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Transfer of the Transferred Shares. (a) Xx. Xxxxxxxx shall (i) within twenty four (24) hours of the effective time of the final decree of dissolution, deliver an irrevocable instruction and a legal opinion of counsel to the Company, each in the form attached hereto as Exhibit C-1 and Exhibit C-2, respectively, to American Stock Transfer & Trust Company, as the Company’s transfer agent (the “Transfer Agent”) and (ii) within three (3) business days of the effective time of the final decree of dissolution deliver, or cause to be delivered to the Transfer Agent, certificates representing the Transferred Shares to the extent such Transferred Shares are represented by physical certificates. Following the completion of the foregoing steps, the parties shall take such steps as may be reasonably required by the Transfer Agent to reflect the transfer (the “Transfer”) of record and beneficial ownership of the Transferred Shares to and in the name of Xxx. Xxxxxxxx. (b) Xxx. Xxxxxxxx shall within twenty-four (24) hours of the effective time of the final decree of dissolution, deliver to the Company and counsel to the Company a representation letter in the form attached hereto as Exhibit D. Subject only to receipt by the Company and counsel to the Company of the Representation Letter, Xx. Xxxxxxxx shall cause counsel to the Company to deliver to the Transfer Agent a legal opinion substantially in the form of Exhibit C-2 hereto and Xx. Xxxxxxxx will cause the Company to cause the Transfer Agent within three (3) business days of the effective time of the final decree of dissolution to remove all restrictive legends and stop orders on the Transferred Shares so as to enable the Transferred Shares to be freely saleable and tradable on the New York Stock Exchange or otherwise. The Xxxxxxxx Entities will not take any action, and will not take any action to cause, the Company to place any stop order or other restrictions on the Transferred Shares. (c) In the event that the Transferred Shares cannot be transferred with the restrictive legends removed in accordance with Section 1(b), the Xxxxxxxx Entities shall (i) cause the Company to file (or update) a resale prospectus included within a Registration Statement on Form N-2 and take such steps to cause such registration statement to become effective as promptly as possible but in any event no later than eighty seven (87) days from the effective date of the final decree of dissolution and thereafter to keep such Registration Statement effective for so long as Xxx. X...
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Transfer of the Transferred Shares. Mainrom shall receive the Transferred Shares on the basis of the representations and/or warranties to Mainrom with respect to the Transferred Shares and/or Kitov which are set out in Section ‎7 below.
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Transfer of the Transferred Shares. (a) At the latest three Business Days prior to the Closing Date: (i) The Sellers’ Agent shall notify to the Buyer the amount due or to be paid, on or around the Closing Date or the Tender Offer Closing Date, by any entity of the Group pursuant to the Stifel Engagement Letter and the final amount of the Purchase Price to be paid by the Buyer to the Sellers for the Transferred Shares; (ii) The Sellers’ Agent shall (i) instruct the Investment Services Provider to open securities trading accounts (capable of receiving and holding Company Shares) and bank accounts in its books under the name of each Seller and (ii) notify to the Buyer the relevant details of such accounts; (iii) Each Seller shall transfer all of its Transferred Shares to the securities trading account opened in its respective name in the books of the Investment Services Provider; (iv) The Buyer shall (i) instruct the Investment Services Provider to open a securities’ trading account (capable of receiving and holding Company Shares) and a bank account in its books under its name and (ii) notify to the Sellers’ Agent the relevant details of such accounts; and (v) The Buyer shall notify to the Sellers' Agent the identity of the individuals or entities to be appointed to the board of directors of the Company on the Closing Date. (b) On the Closing Date, the following should occur: (i) The Sellers and the Buyer shall deliver prior to 9:00 a.m. Paris time to the Investment Services Provider a joint transfer instruction, in a form to be provided by the Investment Services Provider, giving it irrevocable instructions to complete the Transaction on the Closing Date consisting in an off-market sale and purchase order for the acquisition by the Buyer from the Sellers of the Transferred Shares (with a trade date corresponding to the settlement date). (ii) The Investment Services Provider shall complete the transactions set forth in the joint transfer instruction and in particular, it shall: (A) transfer the Transferred Shares to such securities’ trading account opened in its books under the name of the Buyer; (B) deliver to the Buyer a duly executed certificate of registration of shares (certificat d’inscription en compte) registering the Buyer as owner of the Transferred Shares as from the Closing Date; and (C) pay the Purchase Price attributed to the Transferred Shares in immediately available funds by wire transfer to such bank accounts of the Sellers opened in its books. (iii) The Sellers shall: (A) ca...
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Related to Transfer of the Transferred 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.

  • 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 LLC 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 LLC Agreement or in violation of any applicable federal or state securities laws.

  • 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.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Transfer of Units (i) Except as expressly provided in this Agreement, a Member may not sell, exchange, transfer, assign, pledge, hypothecate or otherwise dispose of all or any portion of any of such Member's Units or any interest therein (a "Transfer") (except for a Transfer by Internet World to any Person or by any Member to a Permitted Transferee) without the written consent of the Board, which consent may be withheld for any reason. The Company shall not register any Transfer of a Member's Units or any interest therein, and any such Transfer or registration of Transfer shall be null and void, without the written consent of the Board. An assignee who has not been admitted as a Member shall be entitled only to allocations and distributions with respect to such interest in accordance with this Agreement, and shall have no right to any information or, to the fullest extent permitted by law, accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company and shall not have any of the rights of a Member under the Act or this Agreement, but shall otherwise assume in writing prior to such Transfer, other than a pledge (in respect of which such compliance shall be required after sale or foreclosure), all obligations of the assignor hereunder as if such assignee were the assignor; no such assignment shall be valid unless the assumption of obligations described in this sentence has been executed. Neither a Transfer of Units nor the admission of the Transferee thereof as a Member shall discharge the transferor from any obligation hereunder. (ii) The restrictions contained in this SECTION 2.6(a) shall not apply with respect to any Transfer of Units or any part thereof by any Member (a) among its Affiliates, (b) to any lender to whom a Member's Units or any part thereof are assigned or pledged pursuant to a loan agreement, (c) to any Member's spouse or children or to a trust or the trustee or 8 68 trustees of a trust directly or indirectly for the benefit of the Member's spouse, children or a charitable organization, (d) to the Member's executors, administrator, testamentary trustee, legatees or beneficiaries upon the Member's death, or (e) by gift (all such transferees shall be collectively referred to as the "Permitted Transferees"); PROVIDED, that the Permitted Transferee shall execute a counterpart of this Agreement; and PROVIDED, FURTHER that the restrictions contained in this Agreement shall continue to apply to the Units after such Transfer by reference to the original Member; and PROVIDED, FURTHER, that the transferor shall remain liable for all of its obligations under this Agreement that survive.

  • Transfer of Purchased Assets (a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a xxxx of sale in substantially the form attached hereto as Exhibit A (the “Xxxx of Sale”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “Assignment and Assumption Agreement”), and assignments in substantially the form attached hereto as Exhibit C (the “Transferred Business Intellectual Property Rights Assignments”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “Ancillary Agreements”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate. (b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease: (i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located; (ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and (iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.

  • 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.

  • Transfer of Warrants Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.