Share Transfers definition
Examples of Share Transfers in a sentence
Once Party B and Party C have completed the Share Transfers in accordance with the provisions of this Article 7, the Loan shall be deemed to have been repaid in full and Party B and Party C shall be deemed to have performed their repayment obligations hereunder.
Put Option Completion shall occur in accordance with clause 22 (Completion of Share Transfers).
Each party agrees (a) to use all reasonable endeavours to avoid bringing the original of this Agreement or the Share Transfers into the United Kingdom (including, for the avoidance of doubt, seeking to use a copy rather than the original in any court or arbitral proceedings) and (b) not to argue that the original of this Agreement or the Share Transfers is required in any court or arbitral proceedings.
Upon consummation of the transactions contemplated by this Agreement, delivery of duly stamped Mission UK Share Transfers to Mission UK and Buyer being entered as the registered holder of the Mission UK Shares in the register of members of Mission UK the Buyer owns all of the Mission UK Shares, free and clear of all Encumbrances.
As at completion of the Transaction, including the conversion of the Series A Preferred Shares into Common Shares and the execution and completion of the BVF Share Transfers described in Preamble C, the share capital and ownership structure of the Company and the holdings of each Existing Investor and Helix in the respective class of Shares shall be as set forth in the cap table in Annex 3.
The Parties acknowledge that the Settlement Equipment Retrieval and Share Transfers was agreed upon as a compromise and final settlement of disputed claims and that consummation of the Settlement Equipment Retrieval and Share Transfers is not, and may not be construed as, an admission of liability by any party and is not to be construed as an admission that the Parties engaged in any wrongful, tortious, or unlawful activity.
The rights of the Chair under the Power of Attorney shall include, but not be limited to, voting at General Meetings (in relation to the matters that are regulated in this Agreement), including signing written shareholder resolutions and signing transfer documents or other documents as are relevant for the purposes of Clauses 10 (Right of First Offer), 11 (Drag-Along Right), 12 (IPO), 15 (Pledge), 16 (Material Breach Event) and 17 (Completion of Share Transfers).
For the avoidance of doubt, the BVF Share Transfers do not qualify as an Exchange in the foregoing sense and each of the Parties thereto shall bear its own costs and taxes incurred and/or arising in connection with the BVF Share Transfers.
For the purposes of this Section 17, all Share Transfers set out in lit.
The Selling Shareholder hereby acknowledges that (i) it fully understands the purpose, procedures and consequences of the Share Transfers, the Merger and the other transaction contemplated by the Transaction Documents (the “Transactions”), and (ii) the Founders, the Company, and their respective affiliates, representatives and agents have fully disclosed all information in connection with the Transactions to each of the Selling Shareholders prior to the Effective Date hereof.