Transfer of the Transferred Shares Sample Clauses

Transfer of the Transferred Shares. For and in consideration of the payment of the Purchase Price (less any applicable withholding taxes), the Sellers shall sell, assign, transfer, and convey all right, title, and interest in and to the Transferred Shares to the Purchaser effective as of the Closing Date (as defined below). This Agreement does not constitute not a redemption as set forth by the Certificate of Designation of the Transferred Shares, but is a privately negotiated agreement between the Parties. The Sellers tender to the Purchaser the associated rights of such Transferred Shares, including, but not limited to, the Note Obligations, the conversion right, liquidation preference, and all dividends in arrears. Without limiting the generality of the foregoing, no dividends shall be paid or other payments made for any period, including any period prior to the Effective Date, in respect of the Transferred Shares.
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Transfer of the Transferred Shares. The Transferor hereby transfers to the Transferee all right, title and interest in and to the Transferred Shares.
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Transfer of the Transferred Shares. (a) Xx. Xxxxxxxx shall (i) within twenty four (24) hours of the effective time of the final decree of dissolution, deliver an irrevocable instruction and a legal opinion of counsel to the Company, each in the form attached hereto as Exhibit C-1 and Exhibit C-2, respectively, to American Stock Transfer & Trust Company, as the Company’s transfer agent (the “Transfer Agent”) and (ii) within three (3) business days of the effective time of the final decree of dissolution deliver, or cause to be delivered to the Transfer Agent, certificates representing the Transferred Shares to the extent such Transferred Shares are represented by physical certificates. Following the completion of the foregoing steps, the parties shall take such steps as may be reasonably required by the Transfer Agent to reflect the transfer (the “Transfer”) of record and beneficial ownership of the Transferred Shares to and in the name of Xxx. Xxxxxxxx.
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Transfer of the Transferred Shares. (a) At the latest three Business Days prior to the Closing Date:
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Transfer of the Transferred Shares. Mainrom shall receive the Transferred Shares on the basis of the representations and/or warranties to Mainrom with respect to the Transferred Shares and/or Kitov which are set out in Section ‎7 below.
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Related to Transfer of the Transferred Shares

  • 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."

  • 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.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

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

  • 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.

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

  • 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 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 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 Purchased Assets At each exercise of the Asset Purchase Option by Party A:

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