TRANSFER OF SHARES TO THIRD PARTIES Sample Clauses

TRANSFER OF SHARES TO THIRD PARTIES. Tag along
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TRANSFER OF SHARES TO THIRD PARTIES. Any PARTY or PARTIES/ PERMITTED NOMINEES (Selling Shareholder) shall not be entitled to transfer /sell any of the shares held by it/them in JVC except in accordance with the provisions of this clause; If any PARTY or its respective PERMITTED NOMINEES (hereinafter referred to as “Offeror”) desire to transfer any or all of its / their shares in JVC to any person or equity, it shall offer such shares in writing in the first instance to the other PARTIES hereto (hereinafter referred to as “Offeree” ). The Offeree shall be entitled to purchase the shares so offered or nominate any person or entity of its choice to accept the shares offered. Such Nominee shall be approved by the other PARTIES hereto, provided that such approval shall not be unreasonably withheld. Sale and purchase of such shares shall be at a Fair Price as defined hereinafter. The Offeree shall be entitled to accept or reject such offer within a period of 90(ninety) days from the date of receipt of the offer or within a period of 30 (thirty) days from the date of fixation of Fair Price, whichever is later. If the Offeree or its nominees do not convey its / their acceptance in writing to the Offeror within such period, the offer shall be deemed to have been rejected by the Offeree. Only if such offer is first rejected or is deemed to have been rejected by the Offeree, the Offeror shall be entitled to sell the shares to any third party or equity at the Fair Price or at a price higher than the Fair Price(hereinafter referred to as the “Opportunity Price”), provided, however, that once the Offeror identifies such third party the Offeror shall forthwith disclose to the other party the name of the third party and the Opportunity Price at which the shares are proposed to be transferred. Upon such notification by the Offeror, the Offeree once again shall have the option to either purchase the said shares from the Offeror at the Opportunity Price or allow the Offeror to sell the said shares to the said third party at the Opportunity Price; such option shall be exercised by the Offeree within 10 (ten) days of such notification. Such right of the Offeror to sell the shares to any third party shall be exercised within a period of 60(sixty) days from the date when such offer is deemed to have been rejected. The Offeree / its nominees shall have a right of first refusal as aforesaid only if it and / or its nominees agree to purchase all the shares offered by the Offeror. Notwithstanding anything herein contai...
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TRANSFER OF SHARES TO THIRD PARTIES. 5.1 Any Party or Permitted Nominee (Selling Shareholder) shall not be entitled to transfer/sell any of the Shares held by it in JVC except in accordance with the provisions of this Article;
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TRANSFER OF SHARES TO THIRD PARTIES. In the event that any or all of the Shares are proposed to be transferred to any party other than to the Company pursuant to the Purchase Option, under any circumstances whatsoever (including, without limitation, any Transfer, whether voluntary or involuntary, resulting from a Trigger Event pursuant to which the Company elected not to exercise the Purchase Option), then any such Transfer shall be conducted in accordance with the provisions of any Shareholders Agreement then in effect as if Purchaser were then a party thereto (including, without limitation, all rights of first refusal for the benefit of other shareholders and other provisions thereof) and any transferee shall acquire the Shares subject to the Shareholders Agreement and shall become a party thereto and be bound by the terms thereof.
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TRANSFER OF SHARES TO THIRD PARTIES. Right of First Refusal
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Related to TRANSFER OF SHARES TO THIRD PARTIES

  • No Registration Rights to Third Parties Without the prior written consent of the Holders of a majority in interest of the Registrable Securities then outstanding, the Company covenants and agrees that it shall not grant, or cause or permit to be created, for the benefit of any person or entity any registration rights of any kind (whether similar to the demand, “piggyback” or Form F-3 registration rights described in this Section 2, or otherwise) relating to any securities of the Company which are senior to, or on a parity with, those granted to the Holders of Registrable Securities.

  • 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 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.

  • Restriction on Transfer of Shares Proxies and Non-Interference. Beginning on the date hereof and ending on the later to occur of (A) last date the Stock Options are exercisable pursuant to Section 3 hereof and (B) the date that all of the Stockholder's obligations under Section 2 have terminated, except as contemplated by this Agreement or the Merger Agreement, no Stockholder shall, directly or indirectly, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Shares or any interest therein; (ii) except as contemplated by this Agreement, grant any proxies or powers of attorney, deposit any of the Shares into a voting trust or enter into a voting agreement with respect to any of the Shares; or (iii) take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling the Stockholder from performing the Stockholder's obligations under this Agreement. Notwithstanding anything to the contrary provided in this Agreement, a Stockholder shall have the right to make Permitted Transfers of Shares. The Stockholder agrees with, and covenants to, Sub that beginning on the date hereof and ending on the last date the Stock Options are exercisable pursuant to Section 3 hereof, the Stockholder shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Shares, unless such transfer is made in compliance with this Agreement (including the provisions of Section 2 hereof).

  • Registration Rights of Third Parties Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, no holders of any securities of the Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company to register any such securities of the Company under the Securities Act or to include any such securities in a registration statement to be filed by the Company.

  • No Shareholder Rights Until Exercise Except as expressly provided herein, this Warrant does not entitle Holder to any voting rights or other rights as a shareholder of Company prior to the exercise hereof.

  • Acquisition of Shares by Third Party Other than an affiliate of Chenghe Investment Co. (the “Sponsor”), any Person (as defined below) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares entitled to vote generally in the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors (as defined below) and such acquisition would not constitute a Change in Control under part (iii) of this definition;

  • Requests to Transfer Information to Third Parties In the event that the Fund, other than pursuant to a Standard Procedure, whether by Written Instructions, Fund Communications or otherwise, requests or instructs BNYM to send, deliver, mail, transmit or otherwise transfer to a third party which is not a subcontractor of BNYM and which is not the DTCC, NSCC or other SEC-registered clearing corporation, or to make available to such a third party for retrieval from within the BNYM System, any information in the BNYM System: BNYM may decline to provide the information requested on the terms contained in the request due to legal or regulatory concerns, transmission specifications not supported by BNYM, or other good faith or bona fide business reasons, but will in good faith discuss the request and attempt to accommodate the Fund with respect to the request, and BNYM will not be obligated to act on any such request unless it agrees in writing to the terms of the information transfer. In the event BNYM so agrees in writing to transfer information or make it available within the BNYM System: the Fund shall pay a reasonable fee for such activities upon being invoiced for same by BNYM; BNYM shall have no liability or duty with respect to such information after it releases the information or makes it available within the BNYM System, as the case may be, provided BNYM does not commit Liable Conduct when executing the express instructions of the written information transfer request; BNYM shall be entitled to the indemnification provided for at Section 12 pursuant to clause (b) in connection with the activities contemplated by any such written information transfer request, including for the avoidance of doubt third party claims; and BNYM may conclusively presume without a duty of independent verification that the Fund has received all applicable third party authorizations.

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