Shares to be Sold Sample Clauses
The "Shares to be Sold" clause defines which shares are subject to a sale under an agreement. It typically specifies the number, class, and ownership of the shares that the seller is obligated or entitled to transfer to the buyer. For example, it may state that all of a shareholder’s common shares or a specific quantity of preferred shares are included in the transaction. This clause ensures clarity about the exact securities being transferred, preventing disputes over what is being sold and facilitating a smooth transfer of ownership.
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Shares to be Sold. (i) Each Tag-Along Shareholder that desires to participate in the Tag-Along Sale (a “Participating Tag-Along Shareholder”) shall exercise its rights under this Section 5.03 by delivering to the Selling Shareholder a written notice (a “Tag-Along Notice”), within 10 Business Days after its receipt of the Sale Notice (the “Tag-Along Period”), stating (A) its election to participate in the Tag-Along Sale on the terms and conditions set forth in the Sale Notice and in accordance with this Section 5.03 and (B) the number of Common Shares it is offering to Transfer in such Tag-Along Sale. The offer of each Participating Tag-Along Shareholder set forth in its Tag-Along Notice shall be irrevocable and, to the extent such offer is accepted, shall be binding on such Participating Tag-Along Shareholder. Subject to Section 5.03(c)(ii), each Participating Tag-Along Shareholder shall have the right to Transfer in the Tag-Along Sale up to that number of Common Shares equal to the product of (1) the number of outstanding Common Shares then held by such Participating Tag-Along Shareholder, multiplied by (2) a fraction (x) the numerator of which is equal to the number of Common Shares the Selling Shareholder proposes to Transfer in such Tag-Along Sale and (y) the denominator of which is equal to the number of outstanding Common Shares then owned by the Selling Shareholder.
(ii) The Selling Shareholder shall use commercially reasonable efforts to include in the Tag-Along Sale all of the Common Shares that the Participating Tag-Along Shareholders have offered to Transfer pursuant to their Tag-Along Notices, it being understood that the Proposed Transferee shall not be required to purchase any Common Shares in excess of the number of shares set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the Common Shares sought to be sold by the Shareholders in the Tag-Along Sale, the number of shares to be sold to the Proposed Transferee by the Selling Shareholder and the Participating Tag-Along Shareholders shall be reduced pro rata in proportion to the number of Common Shares that each such Shareholder proposed to Transfer in such Tag-Along Sale so that the aggregate number of Common Shares to be sold by the Selling Shareholder and the Participating Tag-Along Shareholders collectively equals the aggregate number of Common Shares that the Proposed Transferee is willing to purchase (which in no event may be less than the number of Common ...
Shares to be Sold. Subject to the terms and conditions of this Agreement, at the Closing referred to in Section 1.4 hereof, the Sellers shall sell and deliver to the Purchaser good, valid and marketable title to the Shares, free and clear of all liabilities, obligations, claims, liens and encumbrances, by delivering to the Purchaser one or more stock certificates representing the Shares, duly endorsed in blank or accompanied by one or more stock powers duly endorsed in blank, in form for transfer satisfactory to counsel for the Purchaser.
Shares to be Sold. Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares.
Shares to be Sold. Minimum Price at which Shares may be Sold: ----------------------------------------- Date(s) on which Shares may be Sold: ----------------------------------------- Underwriting Discount/ Commission: ----------------------------------------- Manner and capacity in which shares are to be Sold: ----------------------------------------- By executing this draw down notice, the parties agree to comply with the aforementioned agreements, and to execute the transaction as described herein:
Shares to be Sold. 1 1.02 Consideration.................................................................. 1 1.03
Shares to be Sold. At the Date of Closing (as hereinafter defined) the Sellers shall sell and transfer all the Shares to Buyer, and Buyer shall purchase and accept all the Shares from Sellers. At the Date of Closing, the Shares shall constitute all of the issued and outstanding capital stock of the Company.
Shares to be Sold. Subject to the terms and conditions of this ----------------- Agreement, at the Closing provided for in Section 2.01 hereof (the "Closing"), Seller shall sell, transfer and deliver the Shares to Purchaser, and Purchaser shall purchase the Shares from Seller, free and clear of any Encumbrance (as hereinafter defined), and upon such transfer Purchaser shall have good title to all of the Shares.
Shares to be Sold. Price at which Shares shall be Sold: ---------------------------------------- Settlement Date: ---------------------------------------- Gross Proceeds: ---------------------------------------- Placement Fee: ---------------------------------------- Manner and capacity in which Shares are to be Sold: ---------------------------------------- Issuer Free Writing Prospectus(es) (if any) ---------------------------------------- By executing this Placement Notice, the parties agree to comply with the aforementioned agreement, and to execute the transaction as described herein:
Shares to be Sold. Such Selling Stockholder is the lawful owner of the Shares to be sold by such Selling Stockholder hereunder and upon sale and delivery of, and payment for, such Shares, as provided herein, such Selling Stockholder will convey to the several Underwriters good and marketable title to such Shares, free and clear of all liens, encumbrances, equities and claims whatsoever.
Shares to be Sold. Each Class B Dragged Party and Class C Dragged Party, as the case may be, shall sell in a sale subject to this Section 5.11, on substantially similiar and material terms and conditions as the Capital Shareholders, all, but not less than all, of the Class B Restricted Shares and Class C Restricted Shares (subject to the proviso in Section 5.11(a) above), as the case may be, then held by each Class B Dragged Party and Class C Dragged Party, as the case may be.