TRANSFER OF THE TARGET SHARES Sample Clauses

TRANSFER OF THE TARGET SHARES. 2.1 The Seller agrees to sell and the Purchaser agrees to purchase the Target Shares in accordance with the terms and provisions under this Agreement.
Sample 1
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TRANSFER OF THE TARGET SHARES. 2.1 The Transferor agrees to transfer the Target Shares to the Transferee under the terms and conditions of the Agreement, and the Transferee agrees to accept the Target Shares under the same terms and conditions.
Sample 1
TRANSFER OF THE TARGET SHARES. 2.1 双方同意本协议的股权转让用以解决双方所有过去和现有的责任与义务，包括但不限于薛城能源应按照2006年10月双方签订的为期二十年的《合成气购售合同》和2009年4月签署的《补充协议》的规定支付合成气容量费的义务，枣庄公司根据2013年7月24日签署的甲醇《合作合同》支付从薛城能源购买焦炉气而产生的焦炉气应付款的义务等。基于这种相互理解，转让方将其持有的枣庄公司88.05%的股权(以下简称“目标股权”)按本协议规定的条款和条件转让给受让方，受让方按同样的条款和条件受让目标股权。 The Parties agree that the share transfer described herein is the full and complete settlement between the Parties for all past and present obligations, including but not limited to Xuecheng Energy’s obligation to pay the syngas capacity fee for 20 years related to the “Syngas Sales and Purchase Agreement” dated October 2006 and including but not limited to the ZZ JV’s obligation to purchase COG and the COG payables owed by the ZZ JV to Xuecheng Energy related to the Methanol Cooperation Agreement Dated 24 July 2013. Based on this mutual understanding, the Transferor is to transfer 88.05% of its held shares in ZZ JV (“Target Shares”) to the Transferee subject to the terms and conditions of this Agreement, and the Transferee is to accept the target shares under the same terms and conditions.
Sample 1
TRANSFER OF THE TARGET SHARES. As the legal and beneficial owner of the Target Shares, the Seller agrees to sell, and the Purchaser agrees to purchase the Target Shares (together with all rights and interests attached thereto and free from any encumbrances and restrictions of any kind) in reliance upon the representations, warranties and undertakings of the Seller contained herein, in accordance with the terms and conditions of this Agreement (the “Share Transfer”).
Sample 1
TRANSFER OF THE TARGET SHARES. 2.1 Xxxxxx Xxxxxxx hereby transfers to Kappaphoenicis Beteiligungs GmbH his share in TARGET with a nominal value of DM 25,000.00 as stated in B.2.1 of the preamble together with all ancillary rights, including, without limitation, the rights to vote such share and the rights to all profits the distribution of which is resolved in the future.
Sample 1

Related to TRANSFER OF THE TARGET SHARES

  • Transfer of the Shares Prior to the termination of this ---------------------- Agreement, except as otherwise provided herein, the Shareholder shall not: (i) transfer (which term shall include, without limitation, for the purposes of this Agreement, any sale, gift, pledge or other disposition), or consent to any transfer of, any or all of the Shares; (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any or all of the Shares or any interest therein; (iii) grant any proxy, power-of-attorney or other authorization or consent in or with respect to the Shares; (iv) deposit the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of such Shareholder's obligations hereunder or the transactions contemplated hereby.

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."

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

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

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • 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.

  • Target Shares Seller holds of record and owns beneficially the number of Target Shares set forth next to his name in §4(b) of the Disclosure Schedule, free and clear of any restrictions on transfer (other than any restrictions under the Securities Act and Securities Laws), taxes, Liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of any capital stock of Target. Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Target.

  • 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 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.

  • 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.

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