PURCHASE OF SHARES FROM SHAREHOLDERS Sample Clauses

The 'Purchase of Shares from Shareholders' clause defines the terms and conditions under which existing shareholders may sell their shares to other parties. Typically, this clause outlines the process for initiating a sale, any required approvals, and the method for determining the purchase price, such as through a pre-agreed formula or independent valuation. Its core function is to provide a clear and orderly mechanism for transferring ownership interests, thereby preventing disputes and ensuring transparency in share transactions among shareholders.
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing each Shareholder shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all Share Encumbrances, and Buyer shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder. At the Closing, each Shareholder shall deliver to Buyer certificates evidencing the Shares owned by such Shareholder duly endorsed for transfer and such other instruments as may be reasonably requested by Buyer to transfer full legal and beneficial ownership of the Shares to Buyer, free and clear of all Share Encumbrances. Buyer shall pay the purchase price for the Shares in accordance with the terms of Sections 2.02 through 2.05 of this Agreement.
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, Sellers hereby sell, transfer, convey, assign and deliver to Buyer, free and clear of all liens, pledges, encumbrances and claims whatsoever, and Buyer hereby purchases, acquires, accepts, and acknowledges receipt thereof from Sellers that portion of the Shares set forth below under the column marked "Purchased Shares" (the "Purchased Shares"):
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PURCHASE OF SHARES FROM SHAREHOLDERS. ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH HEREIN, SELLERS HEREBY SELL, TRANSFER, CONVEY, ASSIGN AND DELIVER TO BUYER, FREE AND CLEAR OF ALL LIENS, PLEDGES, ENCUMBRANCES AND CLAIMS WHATSOEVER, AND BUYER HEREBY PURCHASES, ACQUIRES AND ACCEPTS FROM SELLERS ALL THE SHARES. SELLERS SHALL DELIVER TO BUYER CERTIFICATES REPRESENTING THE SHARES, DULY ENDORSED FOR TRANSFER AT THE CLOSING (AS DEFINED IN SECTION 1.3. HEREOF).
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing (as hereinafter defined) each Shareholder shall sell, transfer, convey, assign and deliver to Buyer, free and clear of all Share Encumbrances (as hereinafter defined), and Buyer shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder. At the Closing, each Shareholder shall deliver to Buyer certificates evidencing the Shares owned by such Shareholder duly endorsed for transfer together with such other instruments as may be reasonably requested by Buyer to transfer full legal and beneficial ownership of the Shares to Buyer, free and clear of all Share Encumbrances. Buyer shall pay the Purchase Price for the Shares in accordance with the terms of Section 2.02(b) of this Agreement.
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing, each Shareholder shall sell, transfer, convey, assign and deliver to DSI, and DSI shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder in accordance with the table set forth as Schedule 3.2 hereto) free and clear of any covenants, conditions, restrictions, voting trust arrangements or Liens, options or adverse claims or rights whatsoever. At the Closing, Endan shall deliver to DSI certificates representing the Shares owned by each Shareholder accompanied by duly signed share transfer deeds dated as of the Closing Date, together with evidence of recordation of DSI as the owner of the Shares in the membership registry of Endan and a duly completed notice of such transfer to the Israeli Registrar of Companies in form acceptable for immediate filing therewith.
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, at the Closing (as defined herein), the Shareholders shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Shareholders, the Shares on the terms and subject to the conditions set forth in this Agreement. At the Closing, the Shareholders shall deliver to Purchaser certificates evidencing the Shares duly endorsed for transfer, and all such other documentation as is necessary and helpful as determined by Purchaser to transfer the Shares to Purchaser.
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject ------------------------------------ to the conditions set forth herein, at the Closing (as that term is defined in Section 2.3 hereof), each Shareholder shall sell, transfer, convey, assign and deliver to Parent, and Parent shall purchase, acquire and accept from each Shareholder, all the Shares owned by such Shareholder. At the Closing, each Shareholder shall deliver to Parent certificates representing the Shares owned by such Shareholder accompanied by duly signed share transfer deeds dated the Closing Date and Parent shall be registered as the owner of the Shares in the membership registry of the Company. The purchase price for the Shares shall be paid in accordance with the terms of Section 2.2 hereof.
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PURCHASE OF SHARES FROM SHAREHOLDERS. On the terms and subject to the conditions set forth herein, Sellers hereby sell, transfer, convey, assign and deliver to Buyer, free and clear of all liens, pledges, encumbrances and claims whatsoever, and Buyer hereby purchases, acquires and accepts from Sellers all the Purchased Shares. Sellers shall deliver to Buyer certificates representing the Purchased Shares, duly endorsed for transfer at the Closing (as defined in Section 1.4 hereof). The Purchased Shares are identified as follows: (i) for all Sellers except ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Sr., the Purchased Shares include 100% of the common stock in the Company owned by said Sellers and (ii) for ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, Sr., the Purchased Shares include all common stock in the Company, less 0.92222 shares. The excluded 0.92222 shares are herein called the "Non-Purchased Shares."
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PURCHASE OF SHARES FROM SHAREHOLDERS. 13.1 Gazit hereby undertakes to purchase or to cause the purchase of all of the holdings of Messrs. Eli Makabi, David Volkan, Menachem Weinberg and Mi▇▇▇▇▇ ▇▇▇▇en▇▇▇▇ (hereinafter: "the ▇▇▇▇▇▇▇lders") ▇▇ ▇▇▇▇▇ ▇▇▇▇; in other words, 712,027 shares, in a state in which they are clear of any lien, pledge, debt, or third party right, whatsoever, all subject to the execution of the issue to the public and execution of all of the other obligations of the Danbar group and Dan, pursuant to this agreement. 13.2 ▇azit hereby undertakes to pay the shareholders the sum of 10.5 (ten and a half) New Israeli Shekels for each share. The payment shall be made at the same time as the execution of the payment, pursuant to Section 5.1, above, against the transfer of the shares into the name of or to Gazit, or to the order of Gazit. The transaction of the sale of the shares of the shareholders shall be subject to the receipt of the approval of the general meeting of Danbar Resources and Development Ltd. , up to the end of 45 days from the date of the signature of this agreement. The Danbar group shall notify Gazit in writing, within seven days from the date when the resolution of the general meeting is passed, as stated, if the said sales transaction is approved. If the said approval is not received, as stated, for the execution of the sale of the shares that is outlined in this section, by the date that is mentioned, above, the provisions of this section shall become null and void, but this shall not prejudice the validity of all of the other sections of this agreement, and the shareholders and the parties to the agreement shall not have any complaint or claim toward each other in this regard. The shareholders shall confirm, by their signatures, their consent to everything that is stated in this section. The provisions of Section 5.6, above, with regard to the deposit of the shares and the deposit of the consideration for them, shall also apply to this section, all as outlined in the documents of irrevocable instructions that constitute APPENDIX G and APPENDIX H, which are attached to this agreement as an integral part thereof, subject to the fact that the deposit of the shares shall be executed within seven days after the passing of the resolution of the general meeting of Danbar Resources, as stated below.
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Related to PURCHASE OF SHARES FROM SHAREHOLDERS

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Purchase of Shares from the Fund (a) The Underwriter shall have the right to buy from the Fund the shares needed to fill unconditional orders for shares of the Fund placed with the Underwriter by investors or securities dealers, depository institutions or other financial intermediaries acting as agent for their customers. The price which the Underwriter shall pay for the shares so purchased from the Fund shall be the net asset value, determined as set forth in Section 3(d) hereof, used in determining the public offering price on which such orders are based. (b) The shares are to be resold by the Underwriter to investors at a public offering price, as set forth in Section 3(c) hereof, or to securities dealers, depository institutions or other financial intermediaries acting as agent for their customers having agreements with the Underwriter upon the terms and conditions set forth in Section 8 hereof. (c) The public offering price of the shares, i.e., the price per share at which the Underwriter or selected dealers or selected agents (each as defined in Section 8(a) below) may sell shares to the public, shall be the public offering price determined in accordance with the then current Prospectus and Statement of Additional Information of the Fund (the "Prospectus" and "Statement of Additional Information," respectively) under the Securities Act of 1933, as amended (the "Securities Act"), relating to such shares, but not to exceed the net asset value at which the Underwriter is to purchase such shares, plus, in the case of Class A shares, a front-end sales charge equal to a specified percentage or percentages of the public offering price of the Class A shares as set forth in the Prospectus. Class A shares may be sold without such a sales charge to certain classes of persons as from time to time set forth in the Prospectus and Statement of Additional Information. All payments to the Fund hereunder shall be made in the manner set forth in Section 3(f) hereof. (d) The net asset value of shares of the Fund shall be determined by the Fund, or any agent of the Fund, as of the close of regular trading on the New York Stock Exchange on each Fund business day in accordance with the method set forth in the Prospectus and Statement of Additional Information and guidelines established by the Directors of the Fund. (e) The Fund reserves the right to suspend the offering of its shares at any time in the absolute discretion of its Directors. (f) The Fund, or any agent of the Fund designated in writing to the Underwriter by the Fund, shall be promptly advised by the Underwriter of all purchase orders for shares received by the Underwriter. Any order may be rejected by the Fund; provided, however, that the Fund will not arbitrarily or without reasonable cause refuse to accept or confirm orders for the purchase of shares. The Fund (or its agent) will confirm orders upon their receipt, will make appropriate book entries and upon receipt by the Fund (or its agent) of payment thereof, will deliver deposit receipts or certificates for such shares pursuant to the instructions of the Underwriter. Payment shall be made to the Fund in New York Clearing House funds. The Underwriter agrees to cause such payment and such instructions to be delivered promptly to the Fund (or its agent).

  • Repurchase of Shares If any share is repurchased by any of the Funds or is tendered thereto for redemption within seven business days after confirmation by us of the original purchase order from you for such security, you shall forthwith refund to us the full compensation paid to you on the original sale.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.