Transfer of Remaining Shares Sample Clauses

Transfer of Remaining Shares. The Company agrees that, after the Settlement Completion, Seller may transfer all or any portion of the Remaining Shares in one or more transactions (including, for the avoidance of doubt, initially transferring all the Remaining Shares to a company organized in the British Virgin Islands directly or indirectly wholly owned by a daughter of Seller and Seller Affiliate) so long as such transfer(s) shall be in compliance with applicable Laws and the transfer restriction set forth below in this Section 5.2. The Company shall use its commercially reasonable efforts to assist with such transfer(s), including causing the Company’s transfer agent to cooperate with such transfer(s). Notwithstanding anything to the contrary contained herein, Seller shall not, and shall cause her permitted assignee not to, sell or transfer, directly or indirectly, any Remaining Shares to any company that engages in the plasma related business in China or controlling shareholder(s) of any such company (collectively, “Restricted Transferees”) without the prior approval by the board of directors of the Company. For the avoidance of doubt, the foregoing transfer restriction shall not apply to the sale or transfer of the Remaining Shares to a Restricted Transferee in connection with or as part of a Change of Control Transaction.
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Transfer of Remaining Shares. 7.1 If a Selling Stockholder (a "TRANSFERRING STOCKHOLDER") wishes to sell any of the Remaining Shares in whole or in part, then such Transferring Stockholder must give written notice (the "TRANSFER NOTICE") to Purchasers of his intention, the number of Remaining Shares proposed to be sold (the "OFFERED SHARES") and the proposed purchase price (the "OFFER PRICE"). For purposes of receiving Transfer Notices, GAP LP shall act as a representative (EMPFANGSBEVOLLMACHTIGTER) for all Purchasers, i.e. the Transferring Stockholders shall only give Transfer Notice to GAP LP. On receipt of the Transfer Notice, Purchasers shall have the right to elect to buy all or some of the Offered Shares and to accept the offer made by the Transferring Stockholder at the Offer Price specified in the Transfer Notice by giving written notice to the Transferring Stockholder as soon as possible but in any event not later than fourteen (14) calendar days of receiving the Transfer Notice indicating the number of Offered Shares to be purchased and how such Offered Shares shall be allocated among GAP LP, GAP Coinvestment, GapStar and GAPCO KG (the "ACCEPTANCE NOTICE"). For purposes of giving the Acceptance Notice, GAP LP shall act as a representative for Purchasers, i.e. GAP LP shall give the notice as set forth in the preceding sentence on behalf of all Purchasers. With the acceptance of the offer the Transferring Stockholder and Purchasers enter into the share purchase agreement regarding such Offered Shares pursuant to which the Transferring Stockholder will guarantee that he owns beneficially the Offered Shares being sold to the Purchasers and has good and valid title to such Offered Shares which are free and clear of any third party rights, and are not pledged, assigned, charged or used as a security. Purchasers may assign its rights under this Section 7.1 to any of its affiliated investment partnerships.
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Transfer of Remaining Shares. All of the Remaining Shares of Trans-Mex shall be conveyed by the Individual Shareholders to Swift, except for one of the Remaining Shares which the Individual Shareholders shall transfer to the Swift Affiliate.
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Transfer of Remaining Shares. ISSUANCE AND POTENTIAL CANCELLATION OF IFH UNITS Section 2.1 Transfer of Remaining Shares. Concurrently with the execution and delivery of this Agreement, the UMA Members are transferring to IFH the following shares of the capital stock of UMA constituting all the Remaining Shares, in each case free and clear of any encumbrance, burden, lien, charge, pledges, options, preemptive rights and other similar rights or claims of any nature whatsoever related thereto (“Liens”) and the parties are causing UMA to record the transfer of such shares in the appropriate shares registry book (livro de registro de ações nominativas) and shares transfer book (livro de registro de transferências de ações nominativas), duly reflected by the signature of the applicable representatives in such books: UMA Member Number of UMA Shares Xango 152,369 Etiel 172,511 Liuede 434,153 Cobra 231,644 The transfer of the Remaining Shares reflected above to IFH shall constitute the Capital Contribution (as defined in the LLC Agreement) of each UMA Member under the LLC Agreement. Section 2.2 Issuance of Initial IFH Units. Concurrently with the execution and delivery of this Agreement, in consideration of the sale and transfer of the Remaining Shares to IFH, IFH is issuing to each of the UMA Members the number of Ordinary Units set forth below (collectively, the “Initial IFH Units”): UMA Member Number of IFH Units Xango 1,857,938 Etiel 2,103,543 Liuede 5,293,919 Cobra 2,824,591
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Transfer of Remaining Shares. Seller shall have the right but not the obligation to Transfer all the Shares to a special purpose entity, and cause the Company to register such entity as the holder of the Shares in the shareholder register of the Company. After any Shares are Transferred to it, any such special purpose entity, (a) will not engage in any business or activity other than the ownership and disposition of the Shares in accordance with this Agreement and the other Operative Agreements and any activities reasonably incidental thereto; (b) will not create, incur or permit to exist any debt or other monetary liability to third parties or any Lien upon any of the Shares except for Liens for the benefit of Purchaser; (c) will not liquidate or dissolve, or merge into or consolidate with, or sell or otherwise transfer any of its assets to, any other person. Prior to the Initial Closing, any such entity shall become party to this Agreement and BAC or any such entity shall enter into appropriate custody, escrow or pledge agreements for the benefit of Purchaser, with terms and conditions reasonably satisfactory to Purchaser, to assure delivery of the BAC Exchange Shares to Purchaser free and clear of all Liens and as otherwise required by Sections 1.04(d)(i) and 1.04(e)(i).
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Transfer of Remaining Shares. Concurrently with the execution and delivery of this Agreement, the UMA Members are transferring to IFH the following shares of the capital stock of UMA constituting all the Remaining Shares, in each case free and clear of any encumbrance, burden, lien, charge, pledges, options, preemptive rights and other similar rights or claims of any nature whatsoever related thereto (“Liens”) and the parties are causing UMA to record the transfer of such shares in the appropriate shares registry book (livro de registro de ações nominativas) and shares transfer book (livro de registro de transferências de ações nominativas), duly reflected by the signature of the applicable representatives in such books: UMA Member Number of UMA Shares Xango 152,369 Etiel 172,511 Liuede 434,153 Cobra 231,644 The transfer of the Remaining Shares reflected above to IFH shall constitute the Capital Contribution (as defined in the LLC Agreement) of each UMA Member under the LLC Agreement.
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Related to Transfer of Remaining Shares

  • Sale and Transfer of Shares (a) Subject to the terms and conditions of this Agreement, at the Closing, Sellers will sell and transfer the Shares to Buyer, and Buyer will purchase the Shares from Sellers free and clear of all Encumbrances.

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

  • Transfer of Restricted Securities (a) Restricted Securities are transferable only pursuant to (i) Public Offerings, (ii) Rule 144 of the Securities and Exchange Commission (or any similar rule or rules then in force) if such rule or rules are available and (iii) subject to the conditions specified in clause (b) below, any other legally available means of transfer.

  • Transfer of Subject Securities 2.1 Transferee of Subject Securities to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Date, Stockholder shall not cause or permit any Transfer of any of the Subject Securities to be effected unless each Person to which any of such Subject Securities, or any interest in any of such Subject Securities, is or may be transferred shall have: (a) executed a counterpart of this Agreement and a proxy in the form attached hereto as Exhibit A (with such modifications as Parent may reasonably request); and (b) agreed to hold such Subject Securities (or interest in such Subject Securities) subject to all of the terms and provisions of this Agreement.

  • Transfer of Subject Shares Except as expressly contemplated by the Merger Agreement or with the prior written consent of the Company (such consent to be given or withheld in its sole discretion), from and after the date hereof, each Stockholder agrees not to (a) Transfer any of the Subject Shares, (b) enter into (i) any option, warrant, purchase right, or other Contract that would (either alone or in connection with one or more events or developments (including the satisfaction or waiver of any conditions precedent)) require such Stockholder to Transfer the Subject Shares or (ii) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Company Shares, or (c) take any actions (i) having the effect of preventing or disabling such Stockholder from performing its obligations under this Agreement or (ii) in furtherance of any of the matters described in the foregoing clauses (a) or (b). For purposes of this Agreement, “Transfer” means any, direct or indirect, sale, transfer, assignment, pledge, mortgage, exchange, hypothecation, grant of a security interest in or disposition or encumbrance of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise).

  • Transfer of Units 10.3.1 Units may be transferred only in the manner described in Article 9.2. The transfer of any Units and the admission of any new Partner shall not constitute an amendment to this Agreement.

  • Transfer of Warrants Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment Date.

  • Transfer of Shares Shares shall be transferable on the records of the Trust only by the record holder thereof or by its agent thereto duly authorized in writing, upon delivery to the Trustees or a transfer agent of the Trust of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the applicable register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereof and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer. Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the applicable register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or a transfer agent of the Trust, but until such record is made, the Shareholder of record shall be deemed to be the holder of such for all purposes hereof, and neither the Trustees nor any transfer agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

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

  • Transfer of Registration Rights The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

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