Common use of Procedure at Closing Clause in Contracts

Procedure at Closing. The share certificate or certificates that such Investor delivers to the Selling Shareholder pursuant to paragraph 5.1(c) shall be transferred to the prospective purchaser and the register of members of the Company shall be updated in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Shareholder shall not sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such sales, the Selling Shareholder shall purchase such shares or other securities from such Investor. In selling their Shares pursuant to their co-sale right hereunder, the Investors shall not be required to give any representations or warranties with respect to their Shares to be sold except to confirm that they have not transferred or encumbered such Shares.

Appears in 2 contracts

Samples: Adherence Agreement (LexinFintech Holdings Ltd.), Adherence Agreement (LexinFintech Holdings Ltd.)

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Procedure at Closing. The share certificate or certificates that such Investor delivers to the Selling Shareholder pursuant to paragraph 5.1(c5.1(b) shall be transferred to the prospective purchaser and the register of members of the Company shall be updated in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Shareholder shall not sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such sales, the Selling Shareholder shall purchase such shares or other securities from such Investor. In selling their Shares pursuant to their co-sale right hereunder, the Investors shall not be required to give any representations or warranties with respect to their Shares to be sold except to confirm that they have not transferred or encumbered such Shares.

Appears in 2 contracts

Samples: Investors’ Rights Agreement (ChinaCache International Holdings Ltd.), Investors’ Rights Agreement (ChinaCache International Holdings Ltd.)

Procedure at Closing. The share certificate or certificates that such Investor delivers to the Selling Key Shareholder pursuant to paragraph 5.1(cSection 6.1(b) shall be transferred to the prospective purchaser and the register of members of the Company shall be updated in consummation of the sale of the Key Shareholder Transfer Shares pursuant to the terms and conditions specified in the Key Shareholder Transfer Notice, and the Selling Key Shareholder shall concurrently therewith remit to such each Investor that portion of the sale proceeds to which such Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an Investor exercising its rights of co-sale hereunder, the Selling Key Shareholder shall not sell any Key Shareholder Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such sales, the Selling Key Shareholder shall purchase such shares or other securities from such Investorrespective Investor(s). In selling their its Shares pursuant to their co-sale right hereunder, the Investors shall not be required to give any representations or warranties with respect to their its Shares to be sold except to confirm that they have not transferred or encumbered such Shares.

Appears in 1 contract

Samples: Adherence Agreement (Global Market Group LTD)

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Procedure at Closing. The share certificate or certificates that such the Investor delivers to the Selling Shareholder pursuant to paragraph 5.1(cSection 5.4(b) shall be transferred to the prospective purchaser and the register of members of the Company shall be updated in consummation of the sale of the Transfer Shares pursuant to the terms and conditions specified in the Transfer Notice, and the Selling Shareholder shall concurrently therewith remit to such the Investor that portion of the sale proceeds to which such the Investor is entitled by reason of its participation in such sale. To the extent that any prospective purchaser or purchasers prohibit such assignment or otherwise refuse to purchase shares or other securities from an the Investor exercising its rights of co-sale hereunder, the Selling Shareholder shall not sell any Transfer Shares to such prospective purchaser or purchasers unless and until, simultaneously with such sales, the Selling Shareholder shall purchase such shares or other securities from such the Investor. In selling their its Shares pursuant to their co-sale right hereunder, the Investors Investor shall not be required to give any representations or warranties with respect to their its Shares to be sold except to confirm that they have not transferred or encumbered such Shares.

Appears in 1 contract

Samples: Adherence Agreement (Ninetowns Internet Technology Group Co LTD)

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