Share Transfer Date definition
Examples of Share Transfer Date in a sentence
As of the Distribution Date and the Share Transfer Date, Seller will be the sole legal and beneficial owner of the Purchased Shares, free and clear of all Liens, except Permitted Liens.
The Purchaser shall have received a legal opinion of PRC counsel to the Sellers, dated as of the Share Transfer Date, substantially in the form attached hereto as Exhibit C as to certain matters under PRC Laws.
Each Borrower shall procure that its legal and beneficial ownership remains the same as advised to the Agent to be effected on the first Utilisation Date, other than permitted in accordance with the Finance Documents, including but not limited to pursuant to the Share Transfer Date and if the ownership of any Borrower and/or Approved Manager changes (other than pursuant to a Guarantee Transfer Date) that Borrower shall supply an updated Structure Chart detailing those changes to the Agent.
As of the Distribution Date and the Share Transfer Date, Seller will have good, valid and marketable title to the Purchased Shares, which have been validly issued and fully paid.
The Company shall designate a closing date and time, which date shall be later than thirty (30) Business Days after the date of the Transfer Notice or such other date as may be agreed upon by the Company (after consultation with any Other Shareholder who has exercised such Other Shareholder's option to purchase Remaining Shares or Available Shares) and the Offering Shareholder (such date is hereinafter the "Share Transfer Date").
The Purchaser shall have received a legal opinion of Cayman Islands counsel to the Sellers, dated as of the Share Transfer Date, substantially in the form attached hereto as Exhibit D as to certain matters under Cayman Islands Laws.
The Purchaser shall have received a certificate, dated as of the Share Transfer Date, signed by each of the Sellers and an executive officer of each of the Offshore Company, the Hong Kong Company and the WFOE to such effect.
Each member of the board of directors, except Shareholder A, of each of the WFOE, the Hong Kong Company and the Offshore Company shall have resigned, and Persons designated by the Purchaser shall have been appointed to the board of directors of each of the Company, the WFOE, the Hong Kong Company and the Offshore Company, in each case effective as of the Share Transfer Date.
The Purchaser shall have received a certificate, dated as of the Share Transfer Date, signed by each of the Sellers to such effect.
The Sellers shall indemnify the Purchaser in accordance with Article IX for any deficiency in payment of Taxes, as determined by or at the request of any Governmental Authority, incurred (i) prior to the Closing Date by any of the Company and its Subsidiaries and (ii) prior to the Share Transfer Date by any of the WFOE, the Hong Kong Company and the Offshore Company to the extent that such deficiency has been remedied by the Purchaser.