Transfer Shares Clause Samples
The Transfer Shares clause governs the conditions and procedures under which a shareholder may sell, assign, or otherwise transfer their shares in a company. Typically, this clause outlines any restrictions on transfer, such as requiring board approval, offering shares to existing shareholders before outsiders, or specifying documentation needed for a valid transfer. Its core practical function is to control changes in company ownership, protect the interests of existing shareholders, and prevent unwanted third parties from acquiring shares without oversight.
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Transfer Shares. Certain shareholders of Parent (the "Transferring Shareholders") shall execute and deliver a Stock Transfer Agreement in form and substance satisfactory to the Company (the "Stock Transfer Agreement") pursuant to which Transferring Shareholders shall at closing transfer to the Shareholders an aggregate of 1,543,527 shares of common stock, par value $.01 per share, of Parent (the "Transfer Shares") comprising 11.2% of the issued and outstanding capital stock of Parent after giving effect to the Merger.
Transfer Shares. Subject to the terms and conditions of this letter agreement (this “Agreement”), and only upon the consummation of the transactions contemplated by the Share Exchange Agreement, ▇▇▇▇ hereby transfers and assigns to each Transferee, and each Transferee accepts and assumes, all of ▇▇▇▇’▇ right, title and interest in and to the number of shares of the Common Stock set forth opposite such Transferee’s name in Schedule 1 attached hereto (the “Transfer Shares”), which are issuable to the Transferor in connection with the consummation of the transactions contemplated by the Share Exchange Agreement, in consideration for the services performed by each Transferee. The Shares shall be issued to the Transferees rather than to ▇▇▇▇ and the number of shares issuable to ▇▇▇▇ in connection with the Share Exchange Agreement shall be appropriately reduced.
Transfer Shares. The transfer of the options described in Section 1.1 ---------------- shall have been made.
Transfer Shares. 1.1 It is the sole legal and beneficial owner of the Transfer Shares.
1.2 There is no Encumbrance on, over or affecting the Transfer Shares and no person has made any claim to be entitled to any right over or affecting the Transfer Shares.
Transfer Shares. The transfer of the shares described in Section 1.1 shall have been made.
Transfer Shares. 1.1 Notwithstanding Section 3.05 of the Business Combination Agreement, ▇▇▇▇▇ hereby acknowledges and agrees that 134,217 shares of Issuer Common Stock that constitute a portion of the ▇▇▇▇▇ Stock Consideration issuable to ▇▇▇▇▇ pursuant to Section 3.05 of the Business Combination Agreement (the “▇▇▇▇▇ Transfer Shares”) shall not be issued to ▇▇▇▇▇ in accordance with Section 3.05 of the Business Combination Agreement and instead shall be issued by Issuer to certain of the Investors in accordance with Section 1.2 of the Subscription Agreements and ▇▇▇▇▇ shall have no right to the ▇▇▇▇▇ Transfer Shares
1.2 Notwithstanding Section 3.03 of the Business Combination Agreement, NAI hereby acknowledges and agrees that 77,390 shares of Issuer Common Stock that constitute a portion of the NAI Stock Consideration issuable to NAI pursuant to Section 3.03 of the Business Combination Agreement (the “NAI Transfer Shares”) shall not be issued to NAI in accordance with Section 3.03 of the Business Combination Agreement and instead shall be issued by Issuer to certain of the Investors in accordance with Section 1.2 of the Subscription Agreements and NAI shall have no right to the NAI Transfer Shares.
1.3 Notwithstanding Section 4.01 of the Business Combination Agreement, Sponsor hereby acknowledges and agrees that 55,063 shares of Issuer Common Stock that constitute a portion of the Ackrell Per Share Consideration issuable to Sponsor pursuant to Section 4.01 of the Business Combination Agreement (the “Sponsor Transfer Shares”) shall not be issued to Sponsor in accordance with Section 4.01 of the Business Combination Agreement and instead shall be issued by Issuer to certain of the Investors in accordance with Section 1.2 of the Subscription Agreements and Sponsor shall have no right to the Sponsor Transfer Shares.
Transfer Shares. The Transfer Shares, when issued, will be free and clear of all liens, security interests, claims and encumbrances whatsoever, and upon delivery to the Company, at the Effective Date, of the certificates representing the Transfer Shares, duly endorsed for transfer to the Company, the Company shall be the lawful owner of the Transfer Shares, free and clear of all liens, security interests, claims and encumbrances whatsoever. The Transfer Shares represent 19.9% of the outstanding shares of capital stock of the Company as at the Effective Date. Schedule 8 (f) sets forth the capitalization, ownership, outstanding options, warrants or similar share rights, and corporate chart showing all subsidiaries and affiliates of JSM.