Deed of Transfer. The execution of the Deed of Transfer shall take place in conjunction with the signing of the Preferred Stock Purchase Agreement and the Option Purchase Agreement and this Deed of Adherence and Addendum shall be executed just prior to the Notary ex- ecuting the Deed of Transfer.
Deed of Transfer. On the Closing Date, the Parties shall execute the transfer of the Shares by entering into a notarial deed of transfer, substantially in the form of Annex 4.1 (the "Deed of Transfer"), before the Notary, and in accordance with applicable Laws and formalities in The Netherlands, it being understood that the Parties shall continue to be bound by all the provisions of this Agreement notwithstanding that some of these provisions may not be expressly reflected in the Deed of Transfer. It is also understood that, in case of discrepancies between this Agreement and the Deed of Transfer, the provisions of this Agreement shall prevail to the extent permitted by applicable Law. 4.2 Filing with the Trade Register of the Chamber of Commerce. The Parties shall instruct the Notary to fulfill promptly all the formalities required in order to, as soon as possible after the execution of the Deed of Transfer, annotate the name of the Purchaser as registered owner of the Shares in the shareholder records of ASW-II and with the Traderegister of the Chamber of Commerce register the Purchaser's Director (as hereinafter defined) as statutory director of ASW-II in accordance with Section 4.3(c) hereof. 4.3
Deed of Transfer. 2.2.1 At Closing, the Parties shall:
Deed of Transfer. Seller shall transfer title to and ownership of the HMK International Shares to Buyer, which transfer shall be effectuated by execution of the Deed of Transfer at the offices and in the presence of civil notary Xx. X. Holdinga (or her substitute), holding office at Xxxxxxxxxxxxxx 0000, 1077 ZZ Amsterdam, the Netherlands. HMK International shall acknowledge the transfer of the HMK International Shares by co-signing the Deed of Transfer.
Deed of Transfer. The Deed of Transfer has been duly authorized and, on or prior to the Closing Time, will be duly executed and delivered by or on behalf of each Selling Shareholder.
Deed of Transfer the notarial deed of transfer of shares in connection with the transfer of the Shares by the Vendor to the Purchaser substantially in the form of Schedule 1.1(b); Disclosure Letter : the letter written by the Vendor to the Purchaser qualifying the Vendor Warranties, annexed to this Agreement as Schedule 1.1(c);
Deed of Transfer. Whereas we, the undersigned, Chic Cosmetics Industries 1989 Ltd. (Private Company No. 511383648) (hereinafter: “The Transferor”) entered into an agreement (hereinafter: “The Agreement”) with Manuka Ltd. (Private Company No. 516179181) (hereinafter: “The Transferee”) under which it was inter alia agreed that we will provide services to the transferee which include the development of formulas (hereinafter: “The Formulas”) for the manufacture of various products (hereinafter: “The Products”); And whereas the parties agreed that the Transferor will transfer to the Transferee all the rights that the Transferor has in the intellectual property (as this term is defined below) (hereinafter: “The Intellectual Property”) with respect to the following product: [the name of the formula and the Ministry of Health License Number] (hereinafter: “The Product”) in a way that the intellectual property rights will be exclusively owned by the Transferee after the aforementioned execution of the transfer of rights; Therefore the Transferor transfers to the Transferee, to its successors, to its legal representatives and to all its replacements or successors the rights that the Transferor has or may have in the intellectual property, as far as it has the aforementioned rights (hereinafter: “The Transferred Rights”) including all the rights, the authorities, the confidentialities and the immunities which arise therefrom or are granted thereby, and all the applications for the registration of the intellectual property for the transferred rights that were or that may be submitted in the future in any country and/or jurisdiction whatsoever, and all the requests of distribution, innovations and requests of continuance therefor, along with all the preemptions that the Transferor has or may have with respect to the transferred rights and any registration that will be granted for the transferred rights and/or for the aforementioned requests – in a way that the Transferee will hold all the intellectual property rights after the transfer of the transferred rights to the Transferee. The Transferor hereby declares that it has the full right and the full authority to transfer the transferred rights and that it did not and will not enter into any agreement which contradicts this deed of transfer;
Deed of Transfer. On the Closing Date, the Parties shall execute the transfer of the Shares by entering into a notarial deed of transfer, substantially in the form of Annex 4.1 (the "Deed of Transfer"), before the Notary, and in accordance with applicable Laws and formalities in The Netherlands, it being understood that the Parties shall continue to be bound by all the provisions of this Agreement notwithstanding that some of these provisions may not be expressly reflected in the Deed of Transfer. It is also understood that, in case of discrepancies between this Agreement and the Deed of Transfer, the provisions of this Agreement shall prevail to the extent permitted by applicable Law.
Deed of Transfer. To Transferee: This Deed of Transfer relates to the Share Keun-Pledge Agreement dated April 12, 2023 (the “Keun-Pledge Agreement”) between me, the undersigned as the “Pledgor”, and K Enter Holdings Inc. as the “Pledgee,” having its head office at 10000 Xxxxxxx Xxxxxxx, Xxxxx, Xxxxxxxx 00000, Count of Sussex. I, as the owner of 83,418 shares of common stock (the “Shares”) issued by Play Company Co., Ltd., a company having its principal place of business at 20th Fl., Business Tower A, Nuriggum Square Bldg. (Sangam-dong), 396 World Cup buk-ro, Mapo-gu, Seoul, Korea (the “Company”), have established a Keun-pledge upon the Shares in favor of the Pledgee pursuant to the Keun-Pledge Agreement. I hereby transfer and assign the Shares to K Enter Holdings Inc. as a result of the Pledgee’s enforcement of the said pledge under the Keun-Pledge Agreement. I hereby acknowledge that I have authorized the Pledgee to insert the name of the transferee above appropriately at its sole discretion in the event I fail to perform the Secured Obligations as set forth in the Keun-Pledge Agreement and that such authorization may not be revoked or cancelled until the Secured Obligations shall have been fully performed or extinguished. I hereby acknowledge the transfer to K Enter Holdings Inc. of the Shares under this Deed shall be legally effective upon me and any third parties and hereby covenant not to raise any objection thereto. I hereby covenant to provide any and all necessary cooperation requested by K Enter Holdings Inc. in relation to the transfer of the Shares. April 12, 2023 PLEDGOR By: /s/ Cho, Hxxxxxxxxx Name: Cxx, Xxxxxxxxxx (DOB: January 23, 1977) Address: #X-0000, 000 Xxxx-xx (Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxxxx), Xxxxxxxxx-xx, Xxxxx, Xxxxx Enclosure: Certificate of the registered personal seal / 1 Copy AMENDMENT TO THE SHARE PURCHASE AGREEMENT This AMENDMENT TO THE SHARE PURCHASE AGREEMENT (this “Amendment”) is made and entered into on this 30th day of September 2023 by and between:
Deed of Transfer. I, _________, (hereinafter: the “Transferor”) of ________________, do hereby transfer, in consideration for ____________, to ______________ (hereinafter: the “Transferee”), ______________share(s) NIS __ par value each of _______________ Ltd. (hereinafter: the “Company”) to be held by the Transferee and/or his executors, administrators and assigns, subject to the same terms and conditions under which I held the same at the time of execution hereof; and the Transferee, do hereby agree to take the said share(s) subject to the conditions aforesaid. In witness whereof we hereby execute this Deed of Transfer, this ___day of ______, 20__. The Transferor The Transferee Name: Name: Signature: Signature:
