Transfer of Offered Shares Sample Clauses

Transfer of Offered Shares. Subject to the provisions of paragraph 7 of this Agreement, if the Company waives in writing the right to purchase the Offered Shares, the Optionee will have the right for a period of ninety (90) days after such waiver to transfer the Offered Shares on the terms specified in the Transfer Notice. If such transfer is not consummated within such ninety (90) day period then no such transfer will be made, unless the Optionee delivers to the Company a new Transfer Notice and complies with this paragraph 9 as if such transfer were a new proposed transfer.
Transfer of Offered Shares. In the event that, upon expiration of the ROFO Period, the Offerer shall have received ROFO Notices which collectively offer to purchase all of the Offered Shares, then the Offerer shall be obligated to Transfer to each ROFO Purchaser that has delivered a ROFO Notice the number of Offered Shares set forth in each such ROFO Purchaser’s ROFO Notice; provided that, in the event the Offerer shall have received ROFO Notices which collectively offer to purchase more Offered Shares than the Offerer is offering to sell, then the Offered Shares shall be allocated among the ROFO Purchasers, pro rata, in accordance with their respective Ownership Percentage (as determined immediately prior to the relevant Proposed Transfer and as determined without giving effect to any shares of Common Stock held by the Offerer in either the numerator or denominator of the fraction set forth in the definition of “Ownership Percentage”). The closing of any Transfer pursuant to this Section 4.2 shall be held at the principal office of the Company at 11:00 a.m. local time on a Business Day chosen by the Company which date shall be no later than the applicable Scheduled Closing Date; provided that such closing may be held at such other time and place as the Offerer and the ROFO Purchasers may agree. At such closing, the Offerer shall deliver such instruments to the ROFO Purchasers, executed by it and in form and substance reasonably satisfactory to the ROFO Purchasers purchasing the Offered Shares as shall be necessary to transfer, assign and convey the Offered Shares to such purchasers, which Offered Shares shall be transferred free and clear of all liens or other encumbrances (other than those imposed under applicable securities laws and this Agreement), against payment of the aggregate Offer Price.

Related to Transfer of Offered Shares

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Go2Net shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase from Go2Net, all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Registration and Transfer of Shares (a) Any Transfer of any Shares shall only be completed subject to the compliance by the Member and the proposed transferee with all applicable laws; and furthermore may only be completed in accordance with the provisions of this Agreement.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Authorization of the Offered Shares The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares.

  • Restriction on Transfer of Option Shares 12.1 Anything in this Agreement to the contrary notwithstanding, Employee hereby agrees that he shall not sell, transfer by any means or otherwise dispose of the Option Shares acquired by him without registration under the 1933 Act, or in the event that they are not so registered, unless (i) an exemption from the 1933 Act registration requirements is available thereunder, and (ii) the Employee has furnished the Company with notice of such proposed transfer and the Company's legal counsel, in its reasonable opinion, shall deem such proposed transfer to be so exempt.

  • Transfer of Shares After Registration Each Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of the Securities Act, except as contemplated in the Registration Statement referred to in Section 7.1 or as otherwise permitted by law, and that it will promptly notify the Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Public Offering of the Offered Shares The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed as the Representatives, in their sole judgment, have determined is advisable and practicable.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.