Transfer Shares Sample Clauses

Transfer Shares. 1.1 It is the sole legal and beneficial owner of the Transfer Shares.
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Transfer Shares. The transfer of the shares described in Section 1.1 shall have been made.
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Transfer Shares. 1.1 Notwithstanding Section 3.05 of the Business Combination Agreement, Xxxxx hereby acknowledges and agrees that 134,217 shares of Issuer Common Stock that constitute a portion of the Xxxxx Stock Consideration issuable to Xxxxx pursuant to Section 3.05 of the Business Combination Agreement (the “Xxxxx Transfer Shares”) shall not be issued to Xxxxx 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 Xxxxx shall have no right to the Xxxxx Transfer Shares
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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.
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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.
Sample 1
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, Xxxx hereby transfers and assigns to each Transferee, and each Transferee accepts and assumes, all of Xxxx’x 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 Xxxx and the number of shares issuable to Xxxx in connection with the Share Exchange Agreement shall be appropriately reduced.
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Transfer Shares. The transfer of the options described in Section 1.1 ---------------- shall have been made.
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Transfer Shares. Subject to the terms and conditions of this Agreement and only upon the consummation of the Transactions, each of the Transferor hereby transfers and assigns to each Transferee, and each Transferee hereby accepts and assumes, all of the applicable Transferor’s 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 applicable Transferor in connection with the consummation of the Transactions pursuant to the Share Exchange Agreement, in consideration for the services performed by each Transferee. The Transfer Shares shall be issued to the applicable Transferee rather than to the applicable Transferor and the number of shares issuable to the Transferors under the Share Exchange Agreement shall be appropriately reduced.
Sample 1

Related to Transfer Shares

  • Sale Shares On the day for Completion determined under clause 4.1, the Seller must sell, and the Buyer must buy, the Sale Shares for the Purchase Price free and clear of all Encumbrances.

  • Option Shares In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, at the purchase price per share set forth in Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase the Option Shares in proportion to the number of Initial Shares set forth opposite the names of the Underwriters in Schedule I hereto, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time (but not more than twice) only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than three full business days (or earlier, without the consent of the Company, than two full business days) after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell to each Underwriter the proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares after the initial public offering to such extent as the Underwriters may determine.

  • 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.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Other Shares The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2.1(e), include Other Shares, and may include securities of the Company being sold for the account of the Company.

  • Company Securities Section 3.2(a)........................................11

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

  • Subject Shares (a) The Stockholder agrees that (i) from the date hereof until the Closing Date, it shall not, and shall not commit or agree to, without Parent’s prior written consent, directly or indirectly, whether by merger, consolidation or otherwise, offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or consent to or permit, a Transfer of, any or all of the Subject Shares or any interest therein; and (ii) during the Voting Period it shall not, and shall not commit or agree to, without Parent’s prior written consent, (A) grant any proxies or powers of attorney with respect to any or all of the Subject Shares or agree to vote the Subject Shares on any matter or divest itself of any voting rights in the Subject Shares, or (B) take any action that would have the effect of preventing or disabling the Stockholder from performing its obligations under this Agreement. The Stockholder agrees that any Transfer of Subject Shares not permitted hereby shall be null and void and that any such prohibited Transfer may and should be enjoined. If any involuntary transfer of any Subject Shares covered hereby shall occur (including, but not limited to, a sale by the Stockholder’s trustee in bankruptcy, or a sale to a purchaser at any creditor’s or court sale), the transferee (which term, as used herein, shall include any and all transferees and subsequent transferees of the initial transferee) shall take and hold such Subject Shares subject to all of the restrictions, liabilities and rights under this Agreement, which shall continue in full force and effect.

  • Founder Shares In April 2021, the Company issued to CCIF Global LLC, a Delaware limited liability company (the “Sponsor”), an aggregate of 4,312,500 Class B ordinary shares of the Company, par value $0.0001 per share, for an aggregate purchase price of $25,000 (the “Founder Shares,” and together with the Class A Shares, collectively, the “Ordinary Shares”), in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”). No underwriting discounts, commissions, or placement fees have been or will be payable in connection with the purchase of Founder Shares. Except as described in the Registration Statement, none of the Founder Shares may be sold, assigned or transferred by the Sponsor until the earlier of (a) one year following the consummation of the Business Combination, (b) following the consummation of the Business Combination, the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (c) the date following the consummation of the Business Combination on which the Company consummates a liquidation, merger, stock exchange or similar transaction which results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities, or other property. The Founder Shares shall be subject to restrictions on transfer as set forth in the Insider Letters (as defined below). The holders of Founder Shares shall have no right to any liquidating distributions with respect to any portion of the Founder Shares in the event the Company fails to consummate the Business Combination. The holders of the Founder Shares shall not have redemption rights with respect to the Founder Shares. In the event that the Over-allotment Option is not exercised in full, the Sponsor will be required to forfeit such number of Founder Shares such that the Founder Shares then outstanding will comprise 20% of the issued and outstanding Ordinary Shares (but not including any Private Placement Securities (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option. The Founder Shares will automatically convert into Class A Shares concurrently with the consummation of the Business Combination on a one-for-one basis, subject to adjustment as described in the Prospectus.

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