Share Transaction Clause Samples

A Share Transaction clause defines the terms and conditions under which shares of a company are bought, sold, or otherwise transferred between parties. It typically outlines the process for executing the transaction, including pricing, payment methods, and any required approvals or consents. This clause ensures that all parties understand their rights and obligations regarding the transfer of shares, thereby providing legal certainty and reducing the risk of disputes related to ownership changes.
Share Transaction. Share Transaction" means a Share Option Transaction, a Share Swap Transaction, and for the purposes of Article 9, a Share Forward Transaction.
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Share Transaction. CERTIFICATED SHARES (1) Investment Portfolios shall supply G.T. with a sufficient supply of certificates representing Shares, in the form approved from time to time by the Board of Directors or officers of Investment Portfolios, and, from time-to-time, shall replenish such supply upon the request of G.T. Certificates shall be property executed, manually or by facsimile signature, by the duly authorized officers of Investment Portfolios. Notwithstanding the death, resignation or removal of any officer of Investment Portfolios, such executed certificates bearing the manual or facsimile signature of such officer shall remain valid and may be issued to Shareholders until G.T. is otherwise directed. (2) In the case of the loss or destruction of any certificate representing Shares, no new certificate shall be issued in lieu thereof, unless there shall first have been furnished an appropriate bond of indemnity issued by surety company approved by G.T. (3) Upon receipt of written instructions from a Shareholder or a Shareholder's Agent of uncertificated Shares for a certificate in the number of shares in the Shareholder's account, G.T. shall issue the requested certificate and deliver it to the Shareholder in accordance with the Shareholder's instructions. (4) G.T. shall process all orders for the purchase, transfer, redemption and exchange of certificated Shares in the same fashion as it processes such orders for uncertificated Shares, as specified in subparagraph VI(A) of this Contract, provided that, as specified in the Prospectus, G.T. receives properly executed and completed certificates and stock power transfers or similar documents necessary to effectuate the contemplated transaction. (5) Upon receipt of certificates, which shall be in proper form for transfer, together with Shareholder's instructions to hold such certificates for safekeeping, G.T. shall reduce such Shares to uncertificated status, while retaining the appropriate registration in the name of the Shareholder upon the transfer books.
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Share Transaction. On 8th February 2001, the Agreement was entered into between the Vendors and BonVision, a wholly owned subsidiary of the Company, pursuant to which BonVision conditionally agreed to purchase from the Vendors a 75% equity interest in ▇▇▇▇▇ ▇▇▇▇ Tian Jun. The consideration is to be satisfied by a cash payment of RMB2,480,000.00 (equivalent to HK$2,317,757.00) and the issue of 1,200,000 new Shares in the Company, the aggregate value of which amounts to HK$600,000.00 which is calculated at the price of HK$0.50 per share. The Consideration Shares will represent 0.11% and 0.11% of the existing and enlarged share capital of the Company respectively. The Consideration Shares will rank pari passu in all aspects with the existing issued share capital of the Company. The Consideration Shares will be issued under the General Mandate. The Company will apply to the Stock Exchange for the listing of and permission to deal in the Consideration Shares. The transaction constitutes a share transaction for the Company under the Listing Rules. BonVision conditionally agreed to subscribe 75% of the increase of RMB3,360,000.00 (equivalent to HK$3,140,186.92) of the capital of ▇▇▇▇▇ ▇▇▇▇ Tian Jun by a cash payment of RMB2,520,000.00 (equivalent to HK$2,355,140.17) on Completion. Parties: Vendors: Mr. Jian Xiaohua, ▇▇. ▇▇▇ Honghui, ▇▇. ▇▇ Jianbo. The Purchaser: Vendors are all Independent Third Parties. BonVision Acquisition: Pursuant to the Agreement, the Company through its wholly owned subsidiary, BonVision, has conditionally agreed to purchase from the Vendors an aggregate of 75% equity interest in ▇▇▇▇▇ ▇▇▇▇ Tian Jun by a cash payment of RMB2,480,000.00 (equivalent to HK$2,317,757.00) and the issue of 1,200,000 new Shares in the Company.
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Share Transaction. On 2 November 2015 (after trading hours), the Purchaser, an indirectly wholly owned subsidiary of the Company, entered into the Transfer and Subscription of Shares Agreement with the Vendor pursuant to which (i) the Purchaser agreed to acquire and the Vendor agreed to sell 30% of the entire equity interests of the Target Company at the Consideration of RMB57,000,000 (approximately HK$69,512,000, at the Exchange Rate) and (ii) the Purchaser agreed to subscribe for and the Vendor agreed to issue and allot 12,857,143 shares of the Target Company, representing 30% of the enlarged issued share capital of the Target Company for the investment amount of RMB81,428,571 (approximately HK$99,303,000, at the Exchange Rate). The Consideration shall be satisfied as to 47.37 % by the Purchaser procuring the Company to allot and issue a total of 41,158,537 Consideration Shares to the Vendor, and the settlement of the remaining 52.63% of the Consideration shall be made by payment in the sum of RMB30,000,000 in cash. The Consideration Shares represent approximately 0.661% of the existing issued share capital of the Company and approximately 0.656% of the issued share capital of the Company, as enlarged by the issuance of the Consideration Shares. The Consideration Shares will be issued under the General Mandate and will rank pari passu in all respects with each other and with the other Shares then in issue. As all the applicable percentage ratios (as defined under the Listing Rules) in respect of the transactions under the Transfer and Subscription of Shares Agreement are less than 5%, the Transfer and Subscription of Shares Agreement constitutes a share transaction for the Company under Chapter 14 of the Listing Rules. On 2 November 2015 (after trading hours), the Purchaser, an indirectly wholly owned subsidiary of the Company, entered into the Transfer and Subscription of Shares Agreement with the Vendor pursuant to which (i) the Purchaser agreed to acquire and the Vendor agreed to sell 30% of the entire equity interests in the Target Company and (ii) the Purchaser agreed to subscribe for and the Vendor agreed to issue and allot 12,857,143 shares of the Target Company, representing 30% of the enlarged issued share capital of the Target Company. A summary of the principal terms of the Transfer and Subscription of Shares Agreement and the details of the Target Company are set out below. Date : 2 November 2015 Parties : (i) Shanghai Chongyuan Investment Management Company Li...
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Share Transaction. An executed set of documents relating to the acquisition (the “Acquisition”) of Nice Cars, Inc., a Georgia corporation, and Nice Cars Capital Acceptance Corporation, a Georgia corporation, by NCOC and NCAC, respectively, in form and substance acceptable to Lender in its sole discretion, and evidence satisfactory to Lender in its sole discretion that such transactions have been consummated.
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Share Transaction. An executed set of documents relating to the acquisition (the “Acquisition”) of F.S. English, Inc., an Indiana corporation, and GNAC, Inc., an Indiana corporation, by MIO and MIA, respectively, in form and substance acceptable to Lender in its sole discretion, and evidence satisfactory to Lender in its sole discretion that such transactions have been consummated;
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Share Transaction. Totally Electronic ---------------------------- -------------------------------------------- -------------------------------------------- ---------------------------- -------------------------------------------- -------------------------------------------- South Korea Deutsche Bank AG, Seoul The Korean Securities Depository ---------------------------- -------------------------------------------- -------------------------------------------- ---------------------------- -------------------------------------------- -------------------------------------------- Spain Deutsche Bank SAE, Barcelona (1) Servico de Compensacion y Liquidacion de Valores, S.A.
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Related to Share Transaction

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.