Allocation of Transfer Shares Sample Clauses

Allocation of Transfer Shares. ‌ No later than five Business Days after the Offer Expiry Date, the Board must allocate the Transfer Shares to the Shareholders that made a Purchase Application on the following basis:
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Allocation of Transfer Shares. If any of the Preference Shareholders and/or Founders shall within the period of fourteen (14) days as set out in Clause 7.3 apply for all or any of the Transfer Shares, the Directors shall allocate the said Shares (or so many of them as shall be applied for as aforesaid) to each of the participating Preference Shareholders and/or Founders and in case of competition, pro rata (as nearly as possible) according to the number of Shares (“First Allotment”) equivalent to the product obtained by multiplying the aggregate number of the Transfer Shares by a fraction, the numerator of which is the number of Ordinary Shares (calculated on an as-if-converted basis in the case of Preference Shares) held by such Preference Shareholder and/or Founder at the time of the transaction and the denominator of which is the total number of Ordinary Shares owned by all the participating Preference Shareholders and/or Founders at the time of the transaction (calculated on an as-if-converted basis in the case of Preference Shares) provided that no Preference Shareholder or Founder shall be obliged to take more than the maximum number of Transfer Shares specified by it or him as aforesaid. To the extent that any participating Preference Shareholder or Founder does not exercise its right to purchase to the full extent of its First Allotment, the Company shall, within five (5) days after the end of the period of fourteen (14) days as set forth in Clause 7.3, make such adjustments to the First Allotment of each participating Preference Shareholder and/or Founder so that any remaining Transfer Shares may be allocated to those Preference Shareholders and/or Founders exercising their pre-emption rights on a pro rata basis (provided that such Preference Shareholders and/or Founders have indicated their agreement to subscribe for such additional Transfer Shares) and give notice of such allocations (the “Allocation Notice”) to the Transferor and to the Preference Shareholders and/or Founders to whom the Transfer Shares have been allocated and shall specify in such Allocation Notice the place and time (being not later than ten (10) days after the date of the Allocation Notice) at which the sale of the Transfer Shares so allocated shall be completed. Each of the Preference Shareholders may assign its rights and obligations under Clauses 7.2, 7.3 and 7.4 to any of its Affiliates.
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Allocation of Transfer Shares. The Transfer Units shall be allocated among the Eligible Members electing to purchase Transfer Units in such manner as they may all agree. In the absence of such agreement, each Eligible Member shall be entitled to purchase up to its pro rata share (as described below) of any Transfer Units. As used herein, an Eligible Member’s pro rata share shall mean the percentage equal to (x) the number of Transfer Units such Eligible Member has offered to purchase, divided by (y) the total number of Transfer Units that all Eligible Members (excluding the Company) have offered to purchase.
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Related to Allocation of Transfer Shares

  • Undersubscription of Transfer Stock If options to purchase have been exercised by the Company and the Investors with respect to some but not all of the Transfer Stock by the end of the 10-day period specified in the last sentence of Section 2.1(c) (the “Investor Notice Period”), then the Company shall, immediately after the expiration of the Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the “Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section 2.1(d), have an additional option to purchase all or any part of the balance of any such remaining unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed Transfer Notice. To exercise such option, an Exercising Investor must deliver an Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after the expiration of the Investor Notice Period. In the event there are two or more such Exercising Investors that choose to exercise the last-mentioned option for a total number of remaining shares in excess of the number available, the remaining shares available for purchase under this Section 2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the options to purchase the remaining shares are exercised in full by the Exercising Investors, the Company shall promptly notify all of the Exercising Investors and the selling Key Holder of that fact.

  • Notice of Transfers In the event of any transfer of funds or Financial Assets to the Reserve Account pursuant to any provision of Section 4, Secured Party, or Pledgor, as the case may be, shall promptly, after initiating or sending out written instructions with respect to such transfer, give notice to the other such party by facsimile of the date and amount of such transfer.

  • Timing of Transfers Transfers pursuant to this Article XI may only be made upon three (3) Business Days prior notice to the General Partner, unless the General Partner otherwise agrees.

  • Rights of Transferees Subject to Section 7, the rights granted to the Holder hereunder of this Warrant shall pass to and inure to the benefit of all subsequent transferees of all or any portion of this Warrant (provided that the Holder and any transferee shall hold such rights in proportion to their respective ownership of this Warrant and Warrant Shares) until extinguished pursuant to the terms hereof.

  • Effectuation of Transfers Each of the representations and warranties of the Borrower contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

  • Form of Transfer Notice To : [ ] (the “Seller”) From : [ ] (the “Purchaser”) I, the undersigned, refer to the Call Option Agreement (the “Call Option Agreement”) dated September 30, 2009 made between Purchaser and Seller. Terms defined in the Call Option Agreement shall have the same meanings as used herein. I hereby give you notice that I will transfer to [Nominees’ names] the following portion of the Call Right, expressed in terms of the number of Seller’s Shares represented by the portion of the Call Right transferred in accordance with the terms and conditions of the Call Option Agreement,. Nominees Option Shares to be Transferred Dated [ ] Yours faithfully Name: [Purchaser]

  • Admission of Transferee as Member (a) A transferee of a Membership Interest desiring to be admitted as a Member must execute a counterpart of, or an agreement adopting, this Agreement and, except as permitted by paragraph (b) below, shall not be admitted without unanimous affirmative vote of the Managers, which vote must include the affirmative vote of each Independent Manager. Upon admission of the transferee as a Member, the transferee shall have the rights, powers and duties and shall be subject to the restrictions and liabilities of the Member under this Agreement and the LLC Act. The transferee shall also be liable, to the extent of the Membership Interest transferred, for the unfulfilled obligations, if any, of the transferor Member to make capital contributions to the Company, but shall not be obligated for liabilities unknown to the transferee at the time such transferee was admitted as a Member and that could not be ascertained from this Agreement. Except as set forth in paragraph (b) below, whether or not the transferee of a Membership Interest becomes a Member, the Member transferring the Membership Interest is not released from any liability to the Company under this Agreement or the LLC Act.

  • Registration of Transfers The Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment attached hereto duly completed and signed, to the Company at its address specified herein. Upon any such registration or transfer, a new Warrant to purchase Common Stock, in substantially the form of this Warrant (any such new Warrant, a “New Warrant”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

  • Exchange and Registration of Transfer (a) Warrant Certificates may be exchanged for other Warrant Certificates representing an equal aggregate number of Warrants of the same class or may be transferred in whole or in part. Warrant Certificates to be exchanged shall be surrendered to the Warrant Agent at its Corporate Office, and upon satisfaction of the terms and provisions hereof, the Company shall execute and the Warrant Agent shall countersign, issue and deliver in exchange therefor the Warrant Certificate or Certificates which the Registered Holder making the exchange shall be entitled to receive.

  • Notice of Transfer The Agent may deem and treat a Lender party to this Agreement as the owner of such Lender’s portion of the Obligations for all purposes, unless and until, and except to the extent, an Assignment and Acceptance shall have become effective as set forth in Section 10.06.

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