Transfer by the Investors Sample Clauses

Transfer by the Investors. For the avoidance of doubt, subject to Section 5.1, each Investor shall have the right to sell, assign and transfer any and all of the Shares or Equity Securities of the Company held by it to any Person, provided that such Investor shall notify the Company of such proposed transfer and assignment in advance. The transfer restrictions and requirements provided in this Section 5 (except for Section 5.1 with respect to Perfect Harmony) shall not apply to any sale or transfer of any Shares or Equity Securities by any Investor.
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Transfer by the Investors. For the avoidance of doubt, the transfer restrictions and requirements provided in this Section 6, shall not apply to any sale or transfer of any Shares by any Investor (excluding the Founder Holding Company in case of its Ordinary Shares).
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Transfer by the Investors. 6.3.1 Not used
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Transfer by the Investors. Each Investor (or its successor or assignee) may transfer any Shares held by it freely without any restriction, and each of the Founder Parties and the Company shall, and shall procure the other Shareholders (other than Investors) to, approve and take any action necessary to effect such proposed transfer, provided that (i) prior to November 9, 2017 for the Preferred Shares (other than the Series D Preferred Shares) or within eighteen (18) months following the Signing Date for the Series D Preferred Shares (the “Restriction Period”), no Shares shall be transferred by any such Investor to any competitor of the Group Companies listed in Part I of Exhibit G attached hereto (which list can be updated subject to the mutual consent of the Company and all the Investors) without prior consent of the Ordinary Majority (which consent shall not be unreasonably withheld or delayed), and (ii) in the event that any such Investor intends to initiate a sale of any Share to any competitor of the Group Companies listed in Part II of Exhibit G attached hereto (which list can be updated subject to the mutual consent of the Company and all the Investors), or to any competitor of the Group Companies listed in Part I of Exhibit G after November 9, 2017 for the Preferred Shares (other than the Series D Preferred Shares) or eighteen (18) months following the Signing Date for the Series D Preferred Shares, each of the Company and the Founder Parties shall have seven (7) days from the receipt of such Investor’s written notice of such intent to offer to purchase or cause to be purchased either by other holders of Preferred Shares or otherwise, all but not less than all of such offered shares by giving a written notice to such Investor (the “Offer Notice”), which shall set forth the consideration and other material terms of the purchase. In the event (a) the selling Investor rejects the terms set forth in the Offer Notice by notifying the offeror in writing, or (b) the transfer with the Company and/or the Founder Parties fails to consummate within fifteen (15) days after the Offer Notice, such selling Investor shall be entitled to transfer such offered shares freely without any restriction to any competitor of the Group Companies listed in both Part I and Part II of Exhibit G attached hereto or to any other third party. The Founder Parties, the Company and the Investors shall negotiate in good faith to decide whether the Restriction Period is to be extended upon the expiration or durin...
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Transfer by the Investors. Except (i) as provided in this Agreement, (ii) for the pledge of Bank Common Stock securing the Xxxxxx Loan and (iii) for Xxxxxx to transfer the Bank Common Stock owned by him (subject to such
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Transfer by the Investors. None of the Preferred Shareholders shall transfer any Shares directly or indirectly owned by it to any Competitors. Any Preferred Shareholder may transfer any Shares held by it (including any rights and obligations under the Transaction Documents) to any of its Affiliates without being subject to consent from any other Parties and the restrictions of other preferred rights (including but not limited to the restrictions under this Section 4.9 and any other applicable laws). If any Preferred Shareholder (the “Selling Preferred Shareholder”) proposes to sell or transfer any Shares held by it to any person other than one of its Affiliates (provided that such transferee is not a Competitor of the Group Companies), then such Selling Preferred Shareholder shall promptly give written notice (the “Preferred Transfer Notice”) to other Shareholders (the “Preferred ROFR Holders”) prior to such sale or transfer. The Preferred Transfer Notice shall describe in reasonable detail the proposed sale or transfer including, without limitation, the number of Shares to be sold or transferred (the “Offered Preferred Shares”), the nature of such sale or transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. Subject to Section 9 hereof, any attempt by an Investor to transfer any shares in violation of this Section 4.9 shall be void and result in the termination of the Information and Inspection Rights, the right to appoint and remove the director or other priority right of such Investor, and the Company hereby agrees it will not effect such a Transfer nor will it treat any alleged transferee as the holder of such Shares.
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Transfer by the Investors. Regardless of any provision under this Agreement, each Investor may assign and transfer, to any Affiliate of such Investor or any director, office or partner of such Affiliate any Shares of the Company held by such Investor, provided that the assignee or transferee thereunder agrees in writing to be bound by the terms and conditions of the Series B Purchase Agreement and any other Transaction Document as if it were a purchaser of Preferred Shares thereunder. For avoidance of doubt, the transfer restrictions and requirements provided in this Section 5 (except for Sections 5.8 and 5.9) shall not apply to any sale or transfer of any Shares by any Investor to any Affiliate of such Investor or any director, office or partner of such Affiliate.
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Transfer by the Investors. Notwithstanding anything to the contrary, the Investors may freely Transfer any shares of the Company now or hereafter owned or held by it without limitation, provided that (i) such Transfer is effected in compliance with all applicable laws, (ii) the transferee shall not be the Competitor of the Group Companies (unless with written consent of the Founders), (iii) it shall notify the Company of such proposed transfer and assignment in advance, and (iv) such assignee or transferee shall have executed a customary deed of accession and become a party to, and to be bound by, this Agreement, assuming all the rights and obligations of the Investors under this Agreement with respect to the Preferred Shares to be transferred. For the purpose of this Agreement, “Competitor” means, any person who is engaged in the business of molecular diagnosis and directly or indirectly competitive with the Group Companies. Any attempt by an Investor to transfer any shares in violation of this Section 3.11 shall be void and result in the termination of the Information and Inspection Rights, the right to appoint and remove the director or other priority right of such Investor, and the Company hereby agrees it will not effect such a transfer nor will it treat any alleged transferee as the holder of such shares.
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Transfer by the Investors. Any proposed transfer of Shares owned by the Investors shall be governed by Section 7(b) of their respective stock purchase agreements.
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Related to Transfer by the Investors

  • Deliveries by the Investor At the Closing, each Investor shall deliver to the Company the Aggregate Purchase Price by wire transfer of immediately available funds to an account designated by the Company as set forth on Schedule I hereto, which funds will be delivered to the Company in consideration of the Investor Shares issued at the Closing.

  • Performance by the Investor The Investor shall have performed, satisfied and complied in all respects with all covenants, agreements and conditions required by this Agreement and the Registration Rights Agreement to be performed, satisfied or complied with by the Investor at or prior to such Closing.

  • Indemnification by the Investors Each Investor agrees, severally but not jointly, to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the Company (within the meaning of the 0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary Prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information furnished in writing by such Investor to the Company specifically for inclusion in such Registration Statement or Prospectus or amendment or supplement thereto. In no event shall the liability of an Investor be greater in amount than the dollar amount of the proceeds (net of all expense paid by such Investor in connection with any claim relating to this Section 6 and the amount of any damages such Investor has otherwise been required to pay by reason of such untrue statement or omission) received by such Investor upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

  • Indemnification by the Investor In consideration of the Company’s execution and delivery of this Agreement, and in addition to all of the Investor’s other obligations under this Agreement, the Investor shall defend, protect, indemnify and hold harmless the Company and all of its officers, directors, shareholders, employees and agents (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) and each person who controls the Investor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnitees”) from and against any and all Indemnified Liabilities incurred by the Company Indemnitees or any of them as a result of, or arising out of, or relating to (a) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any amendment thereof, or in any related prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the Investor will only be liable for written information relating to the Investor furnished to the Company by or on behalf of the Investor specifically for inclusion in the documents referred to in the foregoing indemnity, and will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Investor by or on behalf of the Company specifically for inclusion therein; (b) any misrepresentation or breach of any representation or warranty made by the Investor in this Agreement or any instrument or document contemplated hereby or thereby executed by the Investor; or (c) any breach of any covenant, agreement or obligation of the Investor contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby executed by the Investor. To the extent that the foregoing undertaking by the Investor may be unenforceable under Applicable Laws, the Investor shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities, which is permissible under Applicable Laws.

  • Sale of Shares by the Issuer The rights granted to Distributors shall be nonexclusive in that the Issuer reserves the right to sell its shares to investors on applications received and accepted by the Issuer. Further, the Issuer reserves the right to issue shares in connection with the merger or consolidation, or acquisition by the Issuer through purchase or otherwise, with any other investment company, trust, or personal holding company.

  • Deliveries by the Purchaser At the Closing, the Purchaser shall deliver or cause to be delivered the following to the Company:

  • Offering by the Initial Purchasers The Initial Purchasers propose to make an offering of the Notes at the price and upon the terms set forth in the Pricing Disclosure Package and the Final Memorandum as soon as practicable after this Agreement is entered into and as in the judgment of the Initial Purchasers is advisable.

  • Representations by the Purchaser The Purchaser represents and warrants to the Issuer that, as at the Agreement Date and at the Closing:

  • Sale of Shares by the Fund Unless you are otherwise notified by the Fund, any right granted to you to accept orders for Shares or to make sales on behalf of the Fund or to purchase Shares for resale will not apply to (i) Shares issued in connection with the merger or consolidation of any other investment company with the Fund or its acquisition, by purchase or otherwise, of all or substantially all of the assets of any investment company or substantially all the outstanding shares of any such company, and (ii) to Shares that may be offered by the Fund to shareholders of the Fund by virtue of their being such shareholders.

  • Purchase of Common Stock by the Issuer If the Issuer at any time while this Warrant is outstanding shall, directly or indirectly through a Subsidiary or otherwise, purchase, redeem or otherwise acquire any shares of Common Stock at a price per share greater than the Per Share Market Value, then the Warrant Price upon each such purchase, redemption or acquisition shall be adjusted to that price determined by multiplying such Warrant Price by a fraction (i) the numerator of which shall be the number of shares of Outstanding Common Stock immediately prior to such purchase, redemption or acquisition minus the number of shares of Common Stock which the aggregate consideration for the total number of such shares of Common Stock so purchased, redeemed or acquired would purchase at the Per Share Market Value; and (ii) the denominator of which shall be the number of shares of Outstanding Common Stock immediately after such purchase, redemption or acquisition. For the purposes of this subsection (h), the date as of which the Per Share Market Price shall be computed shall be the earlier of (x) the date on which the Issuer shall enter into a firm contract for the purchase, redemption or acquisition of such Common Stock, or (y) the date of actual purchase, redemption or acquisition of such Common Stock. For the purposes of this subsection (h), a purchase, redemption or acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the underlying Common Stock, and the computation herein required shall be made on the basis of the full exercise, conversion or exchange of such Common Stock Equivalent on the date as of which such computation is required hereby to be made, whether or not such Common Stock Equivalent is actually exercisable, convertible or exchangeable on such date.

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