Transfer Shares Sample Clauses

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.
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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 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.
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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.
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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. 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. 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.
Sample 1
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Related to Transfer Shares

  • Option Shares For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option to purchase up to [●] additional shares of Common Stock, representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company (the “Over-allotment Option”). Such [●] additional shares of Common Stock, the net proceeds of which will be deposited with the Company’s account, are hereinafter referred to as “Option Shares.” The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1 hereof. The Firm Shares and the Option Shares are hereinafter referred to together as the “Public Securities.” The offering and sale of the Public Securities is hereinafter referred to as the “Offering.”

  • 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 Notice At least two (2) Business Days before each Acquisition Date, the Administrator shall deliver to the Depositor, the Issuer and the Indenture Trustee a Transfer Notice for the Additional Receivables to be transferred and absolutely assigned on that Acquisition Date, which will specify the Additional Receivables Transfer Amount, and will have delivered with it an electronic file containing the Schedule of Receivables; and

  • Sale and Transfer of Shares On the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from the Seller the Shares.

  • 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. (b) In the event of a stock dividend or distribution, or any change in the Subject Shares by reason of any stock dividend or distribution, split-up, recapitalization, combination, conversion, exchange of shares or the like, the term “Subject Shares” shall be deemed to refer to and include the Subject Shares as well as all such stock dividends and distributions and any securities into which or for which any or all of the Subject Shares may be changed or exchanged or which are received in such transaction. The Stockholder further agrees that, in the event Stockholder purchases or otherwise acquires beneficial or record ownership of or an interest in, or acquires the right to vote or share in the voting of, any additional Shares, in each case after the execution of this Agreement, the Stockholder shall deliver promptly to Parent written notice of such event, which notice shall state the number of additional Shares so acquired. The Stockholder agrees that any such additional Shares shall be subject to the terms of this Agreement, including all covenants, agreements, obligations, representations and warranties set forth herein as if those additional shares were owned by the Stockholder on the date of this Agreement.

  • Founder Shares In July 2023 and September 2023, Hercules Capital Management Corp (the “Sponsor”) acquired an aggregate of 1,437,500 Class B ordinary shares of the Company, par value $0.0001 per share (the “Founder Shares”), for an aggregate consideration of $25,000 to. 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 or any of its transferees prior to the date hereof (collectively, the “Initial Shareholders”) until the earlier of: (i) six months following the consummation of the Business Combination; or (ii) subsequent to the consummation of a Business Combination, the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination, that results in all of the Company’s public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the initial Business Combination, 50% of the Founder Shares will be released from such transfer restrictions. 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 a Business Combination within the period of time as provided in its amended and restated memorandum and articles of association. 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 (up to 187,500 Founder Shares) such that the Founder Shares then outstanding will comprise approximately 20% of the issued and outstanding shares of the Company (excluding the Placement Shares (as defined below) and the Representative Shares (as defined below)) after giving effect to the Offering and exercise, if any, of the Over-allotment Option.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • Transfer Sheets For a period of five (5) years following the Effective Date or until such earlier time upon which the Company is dissolved, the Company shall retain a transfer and warrant agent acceptable to the Representative (the “Transfer Agent”). In the event the Public Securities are not listed on the Nasdaq Capital Market or another national securities exchange, the Company will furnish to the Underwriters at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representative may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. Continental Stock Transfer & Trust Company is an acceptable Transfer Agent to the Representative.

  • Vested Shares “Vested Shares” shall mean the shares of Restricted Stock which are no longer subject to the Restrictions by reason of Section 3.2.

  • 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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