Transferee Shares definition
Examples of Transferee Shares in a sentence
For the avoidance of doubt, this Agreement need not be amended and restated in its entirety, but only Schedule A and the Purchaser’s signature page hereto need be so amended and updated and executed by the Purchaser and the Company upon the occurrence of any such transfer of Forward Transferee Shares.
The Transferor and the Transferee agree, the Transferor shall transfer to the Transferee Shares for Transfer.
Alliance acknowledges that the Transferee Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available.
In any such sale, the ROFR Transferee must agree to become a party to and be bound by the terms of this Agreement and the Tomer Group shall have the right to require the ▇▇▇▇▇ Group to sell or otherwise transfer to such ROFR Transferee Shares beneficially owned by the ▇▇▇▇▇ Group, at the same price per Share and in the same proportion as such ROFR Transferee has offered to purchase the Offered Shares.
Subject to the truth and accuracy of the representations and warranties of the Transferors, Transferee shall issue the Transferee Shares in a transaction exempt from registration pursuant to the Securities Act and such shares shall not be legended except for such legends as may be required: (a) with respect to applicable laws, or (b) under the Series A Documents (as defined below).
Alliance acknowledges and understands that notwithstanding any obligation under any other agreement, Transferee may not be satisfying the current public information requirement of Rule 144 at the time Alliance wishes to sell the Transferee Shares and that, in such event, Alliance may be precluded from selling such securities under Rule 144, even if the other requirements of Rule 144 have been satisfied.
Alliance is acquiring the Transferee Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that Alliance has no present intention of selling, granting any participation in, or otherwise distributing the same.
Alliance further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Transferee Shares.
Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and permitted assigns, and by the Transferee and its successors and permitted assigns so long as they hold any Transferee Shares.
On the Effective Date, the Transferee shall deliver or cause to be delivered to the Transferor, or as the Transferor may direct, in accordance with the terms of the Plan of Arrangement, the Distribution Transferee Shares.