Shares to be Transferred. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 11.1 hereof), CP and the Minority CAT Shareholders shall sell, assign, transfer, convey and deliver to Buyer and/or its designees free and clear of all Encumbrances, and Buyer shall purchase, acquire and accept the CAT Shares and all of the certificates representing the CAT Shares, and such transfer shall be registered in the CAT shareholders' registration book.
Shares to be Transferred and Shares to be Issued ------------------------------------------------
Shares to be Transferred. As consideration for the Transferred Business, “la Caixa” shall transfer to Criteria the shares in Microbank as an equivalent consideration to the Transferred Business, in accordance with the valuation criteria set out in Annexes 2 and 3. ”la Caixa” shall transfer to Criteria absolute ownership over the shares in Microbank, which shall be free of liens and encumbrances, and of any third party rights.
Shares to be Transferred. At the sole option of Tweed, the Surrendered Shares may consist of the Pledged Shares or other shares of common stock of Warrantech owned by Tweed, provided, however, that, if Tweed uses Pledged Shares for the payment of the Accrued Interest, Tweed shall, simultaneously with the execution of this Agreement, transfer to Warrantech 211,476 shares of other common stock of Warrantech owned by Tweed in order to replace the Pledged Shares used by Tweed to pay the Accrued Interest.
Shares to be Transferred. Eagle holds of record and owns directly the shares of ClearWorks set forth in the Recitals above, free and clear of any restrictions on transfer, including but not limited to restrictions under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, and state laws, taxes, security interests, options, warrants, purchase rights, contracts, commitments, equities, claimed and demands. Eagle is not a party to any option, warrant, purchase right or other contract or commitment that could require Eagle to sell, transfer, or otherwise dispose of or encumber any of said ClearWorks stock or the Eagle Shares and License Shares into which said stock is to be converted (other than as required by this Agreement). Eagle is not a party to any voting trust, proxy or other agreement or understanding with respect to the transfer of said ClearWorks stock, the Eagle Shares or the License Shares.
Shares to be Transferred. (a) Except as set forth on Schedule 3.04, the Seller is the record and beneficial owner of all of the Shares and has valid title to all of the Shares, free and clear of all Liens, rights of first refusal, preemptive or similar rights, or voting restrictions. Upon the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof, Buyer will acquire title to the Shares, free and clear of all Liens, rights of first refusal, preemptive or similar rights, or voting restrictions.
Shares to be Transferred. At the Closing, each of the stockholders of FMI Blocker, Inc. shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, for the consideration hereinafter provided, the FMI Blocker Shares, free and clear of all mortgages, liens, pledges, security interests, claims and encumbrances of any nature.
Shares to be Transferred. At the Closing, the Selling Shareholder shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, for the consideration hereinafter provided, the Shares, free and clear of all mortgages, liens, pledges, security interests, claims and encumbrances of any nature.
Shares to be Transferred. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase from Seller, the entire right, title and interest of Seller in and to thirty-eight thousand (38,000) shares of the common stock of the Company (the "Stock").
Shares to be Transferred. At the Closing, each of the Selling Shareholders (and Mr. Wang Dong and Mrs. Han Huy Ling in respect of TUG NY) shall sell, xxxxxxer, assign xxx xxxixxx xx Xurchaser, and Purchaser shall purchase, for the consideration hereinafter provided, the Shares, free and clear of all mortgages, liens, pledges, security interests, claims and encumbrances of any nature.
