Transferor Shares definition
Examples of Transferor Shares in a sentence
Such certificates will be duly endorsed for transfer to the Company, and upon delivery of such certificates to the Company, the Transferor will be deemed to represent and warrant to the Company that the Transferor Shares are owned by such Transferor free and clear of all liens, adverse claims, and other encumbrances other than as provided in this Stockholders Agreement.
In the event that the Tag-Along Right applies with respect to a proposed Transfer of Transferor Shares, then (i) the Purchaser shall provide notice thereof in the Transferor Notice and (ii) each Seller shall have 30 days following receipt of the Transferor Notice to elect to sell all or a portion of such Seller’s Ratable Percentage Shares.
To the extent the Company declines to elect to purchase such Transferor Shares, Trimaran shall have ten (10) Business Days from the end of such thirty (30) day period to elect to purchase collectively all (but not less than all) of such Transferor Shares.
If at the end of such 45-day period the Buyer has not completed the purchase of all the Transferor Shares and all the Offeree's Common Securities proposed to be sold, the provisions of this Article V(a) shall begin anew with respect to all such Common Securities.
In the event the Company declines to purchase such Transferor Shares, the Company shall promptly notify Trimaran and the Transferor in writing of its decision.
If at the end of such ninety (90) day period such Key Senior Executive has not completed the Transfer of the Transferor Shares and the Investor Shares (if any) proposed to be Transferred, such Key Senior Executive may not proceed with such Transfer or any other Transfer without first giving a new Inclusion Notice pursuant to the provisions of this Article III.
At the closing, the Company will pay the purchase price for the shares to the Transferor by wire transfer of immediately available funds upon the Transferor's delivery to the Company of valid certificates evidencing the shares of Common Stock being purchased pursuant to such sale (the "Transferor Shares").
The Tag-Along Participants shall have five (5) Business Days following receipt of the Transferor Notice to elect to sell all or a portion of their Ratable Percentage Share of the Transferor Shares by delivering a written notice of such election (the “Tag-Along Notice”) to the Selling Shareholder.
The Sellers shall, subject to the provisions of this Section 2.06, consent to and raise no objections against such Transfer by the Purchaser and, if requested to do so by the Purchaser in the Transferor Notice, Transfer their respective Ratable Percentage Shares, subject to the provisions of this Section 2.06, on the same terms and conditions upon which the Purchaser is Transferring the Transferor Shares.
If at the end of such ninety (90) day period ▇▇▇▇▇▇▇ has not completed the Transfer of the Transferor Shares and the Investor Shares (if any) proposed to be Transferred, ▇▇▇▇▇▇▇ may not proceed with such Transfer or any other Transfer without first giving a new Inclusion Notice pursuant to the provisions of this Section 1.