Transfer and Purchase Clause Samples

The 'Transfer and Purchase' clause defines the terms under which ownership of goods, assets, or rights is transferred from one party to another in exchange for payment. Typically, this clause outlines the specific items being transferred, the purchase price, payment terms, and the timing of the transfer. For example, it may specify when title and risk pass to the buyer and any conditions that must be met before the transfer is completed. Its core practical function is to clearly establish the obligations of both parties in the sale transaction, thereby reducing the risk of disputes over ownership and payment.
Transfer and Purchase. While this Agreement remains in effect, a Transfer will only be valid and effective if:‌
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Transfer and Purchase. 7.1 The Company or its transfer agent shall maintain a register containing the name and address of the Warrantholder for the time being. 7.2 The Warrantholder may at any time assign or transfer some or all of the Warrants held by such Warrantholder. The terms and conditions of this Warrant and the purchase rights contained in this Warrant shall apply in respect of this Warrant notwithstanding any transfer of this Warrant. 7.3 Notice of any assignment or transfer of this Warrant shall be given in writing to the Company duly executed by the transferor and the transferee and stating the full name and address of the person to whom this Warrant has been transferred. 7.4 This Warrant may not be transferred otherwise than as permitted by clause 7.2 and any purported transfer otherwise than as permitted by clause 7.2 shall be void. 7.5 The Company may purchase this Warrant, or a portion thereof, by agreement with the Warrantholder holding this Warrant and the Warrant purchased by the Company will be cancelled and will not be available for re-issue.
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Transfer and Purchase. (i) On the Closing Date, the Seller will convey, transfer, assign and deliver the Assets to Transmedia Restaurant, and put Transmedia Restaurant in possession (or right thereto) of all Assets, free and clear of all Liens. In furtherance thereof, the Seller shall deliver to Transmedia (or its designees): (1) the ▇▇▇▇ of Sale; (2) such other specific assignments, bills of sale and forms of transfer to such of the Assets, and in such form, as Transmedia may reasonably request; (3) the Power of Attorney, the Letter Agreements, the Release and the Payment Notes; and (4) such other assignments, financing statements, instruments or other documents as Transmedia may reasonably request. (ii) On the Closing Date, Transmedia and Transmedia Restaurant, as appropriate, shall execute and deliver to the Seller: the ▇▇▇▇ of Sale, the Letter Agreements, the Payment Notes and the release, in the form attached hereto as Exhibit L (the "Transmedia Release"), and shall deliver (x) to Potomac or its designee, cash in the amount specified in Section 1.2(i) and (y) to Potomac, certificates representing the Shares. (iii) From and after the Closing Date, Transmedia, as successor in interest to the Seller but on behalf of and for the benefit of Transmedia, may at its own cost or expense collect, assert or enforce any claim, right or title of any kind in, with respect to or to any of the Assets (including, without limitation, instituting and prosecuting any proceedings in connection therewith), or defend or compromise any and all claims, actions, suits or proceedings in respect of any of the Assets, and otherwise to do all such acts and things in relation to the Assets as Transmedia shall deem advisable (including, without limitation, asserting any rights under any Assets or performing or accepting performance under any agreements), and Transmedia shall retain for its own account any amounts collected pursuant to the foregoing, including any sums payable as interest in respect thereof.
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Transfer and Purchase. No Consenting Creditor may sell, assign, novate or otherwise transfer or dispose of (whether directly or indirectly) all or any part of its legal or beneficial interests, rights, benefits or obligations under or in respect of any of the Notes held by it or implement any transaction of a similar or equivalent economic effect (collectively, a “Transfer”) other than in accordance with Clause 6.5 below. However, to the extent that a Consenting Creditor’s Notes are prior to such Consenting Creditor’s accession to this Agreement: (a) loaned by such Consenting Creditor (and consequently pledged, hypothecated, encumbered, or re-hypothecated) as part of customary securities lending arrangements (each such arrangement, a “Customary Securities Lending Arrangement”); or (b) sold by such Consenting Creditor (where the Consenting Creditor is subject to an obligation to purchase equivalent securities to the Notes sold (where the term “equivalent” has the meaning given to it in the applicable global master repurchase agreement forming part of the documentation governing the relevant arrangement)) as part of customary repurchase agreement arrangements (each such arrangement, a “Customary Repo Arrangement” and, together with a Customary Securities Lending Arrangement, a “Customary Securities Lending or Repo Arrangement”); then it shall not be deemed a Transfer hereunder and Clause 3.1(j) shall not apply to in respect of such arrangement, provided that such Customary Securities Lending or Repo Arrangement:
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Transfer and Purchase. (a) On the Closing Date, subject to satisfaction of the conditions contained herein, Seller shall sell, assign, transfer and convey to FWG, and FWG shall purchase from Seller, all of the following: (i) All of Seller's rights under the agreements between Seller and the Representatives evidencing the Representatives' independent contractor status with Seller. (ii) copies or originals of all computer data, books, records, account statements, correspondence and other data and documents of every nature relating to the Representatives and their business, including, without limitation, all NASD registration files, licensing files, complaint files and disciplinary files; and (iii) customer accounts, including any data and documents relating thereto which accounts will be transferred to FWG as reflected on the books of CSC; (i) Seller shall cooperate with FWG and use its best efforts to cause the Representatives to be transferred pursuant to the individual license transfer program of the NASD, including all actions required with the CRD and state regulators. Seller shall use its best efforts to cause each Representative to deliver, prior to the Closing, a Form U-4 in which he or she agrees to the transfer of FWG and to execute, prior to the Closing, a new independent contractor agreement with FWG. Any such new agreement with FWG shall be in FWG's standard form. Seller shall use its best efforts during the period commencing on the date of this Agreement and ending on the Closing Date to preserve and maintain, for the benefit of FWG, Seller's relationship with the Representatives. (ii) To the extent any Representative is a licensed insurance agent, Seller shall also cooperate with FWG and use its best efforts to cause such Representative to be contracted under the fixed insurance master general agent agreements between FWG and insurance carriers. (iii) Seller shall cooperate with FWG and use its best efforts to cause, and shall cause, all accounts of the Representatives at Seller's clearing firm to be modified to indicate that FWG shall be the introducing broker. (c) FWG shall pay to Seller as consideration for transfer of the Representatives and related items the sum equal to 2.5% of gross commission revenue produced by the Representative for each month hereafter, provided, however, the aggregate amount of such payments shall not exceed $875,000. (d) Purchase Price shall be payable as follows: no later than the 10th day of each month, FWG shall pay to Seller by chec...
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Transfer and Purchase. 1.1 Subject to the terms and conditions of this Agreement, each Transferor agrees to transfer, and the Transferee agrees to accept, 100% equities of the Company held by such Transferor and all rights and interests thereof (the “Equity Transfer”), including: ▇▇▇▇ ▇▇▇ agrees to transfer the equities of the Company held by him/her, representing 90% of the issued share capital of the Company, and all rights and interests thereof to the Transferee; and ▇▇▇ ▇▇▇▇▇▇ agrees to transfer the equities of the Company held by him/her, representing 10% of the issued share capital of the Company, and all rights and interests thereof to the Transferee. Upon completion of the Equity Transfer, the Transferee will hold 100% equities of the Company and all rights and interests thereto. 1.2 It is agreed that as consideration for receipt of the Target Equity and all rights and interests thereof by the Transferee, the Transferee shall pay the following price to the Transferors (the “Purchase Price”): The Transferee agrees to pay ▇▇▇▇ ▇▇▇ the Purchase Price of RMB900,000. The Transferee agrees to pay ▇▇▇ ▇▇▇▇▇▇ the Purchase Price of RMB100,000. 1.3 The Transferee shall pay all of the Purchase Price upon consummation of the Equity Transfer, or as otherwise agreed by the Parties.
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Transfer and Purchase 
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Related to Transfer and Purchase

  • Transfer and Exchange of Warrants The Warrant Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Warrant or transferring any Warrant Stock issuable or issued upon the exercise hereof of such Warrant Holder’s intention to do so, describing briefly the manner of any proposed transfer of this Warrant or such Warrant Holder’s intention as to the disposition to be made of shares of Warrant Stock issuable or issued upon the exercise hereof. For any proposed transfer other than a transfer to an affiliate (as defined by Rule 405 of Regulation C under the Securities Act of 1933, as amended) of the Warrant Holder, such Warrant Holder shall also provide the Company with an opinion of counsel reasonably satisfactory to the Company to the effect that the proposed transfer of this Warrant or disposition of shares may be effected without registration or qualification (under any Federal or State law) of this Warrant or the shares of Warrant Stock issuable or issued upon the exercise hereof. Upon receipt by the Company of such written notice and, for transfers to non-affiliates, opinion of counsel, such Warrant Holder shall be entitled to transfer this Warrant, or to exercise this Warrant in accordance with its terms and dispose of the shares received upon such exercise or to dispose of shares of Warrant Stock received upon the previous exercise of this Warrant, all in accordance with the terms of the notice delivered by the Warrant Holder to the Company, provided that an appropriate legend respecting the aforesaid restrictions on transfer and disposition may be endorsed on this Warrant or the certificates for such shares. Notwithstanding the foregoing, upon registration of the Warrant Shares under the Securities Act, no such opinion shall be required.

  • Sale and Purchase Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Fund agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Fund the aggregate number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $14.325 per Share. The Fund is advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. In addition, the Fund hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Fund, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Fund for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the forty-fifth day following the date hereof, by written notice to the Fund. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "Additional Time of Purchase"); provided, however, that the Additional Time of Purchase shall not be earlier than the Time of Purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The Fund also agrees, subject to the terms and conditions set forth herein, to sell to the Investment Manager, and, upon the basis of the representations, warranties and agreements of the Fund contained herein, the Investment Manager shall have the right to purchase from the Fund, at the same purchase price per share as the Underwriters shall pay for the Additional Shares, up to an aggregate of 1,000 Shares (the "Investment Manager Shares").

  • 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.

  • Limitations on Execution and Delivery, Transfer and Surrender of Receipts As a condition precedent to the execution and delivery, registration of transfer, split-up, combination or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor of Shares or the presenter of the Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees as herein provided, may require the production of proof satisfactory to it as to the identity and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions of this Deposit Agreement, including, without limitation, this Section 2.6. The delivery of Receipts against deposits of Shares generally or against deposits of particular Shares may be suspended, or the transfer of Receipts in particular instances may be refused, or the registration of transfer of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary are closed, or if any such action is deemed necessary or advisable by the Depositary or the Issuer at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or under any provision of this Deposit Agreement, or for any other reason, subject to the provisions of Section 7.7 hereof. Notwithstanding any other provision of this Deposit Agreement or the Receipts, the surrender of outstanding Receipts and withdrawal of Deposited Securities may not be suspended subject only to (i) temporary delays caused by closing the transfer books of the Depositary or the Issuer or the deposit of Shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes and similar charges, and (iii) compliance with any U.S. or foreign laws or governmental regulations relating to the Receipts or to the withdrawal of the Deposited Securities. Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares required to be registered under the provisions of the Securities Act, unless a registration statement is in effect as to such Shares.

  • Transfer and Exchange When Securities of a Series are presented to the Registrar with a request to register the transfer thereof, the Registrar shall register the transfer as requested if the requirements of applicable law are met, and when such Securities of a Series are presented to the Registrar with a request to exchange them for an equal principal amount of other authorized denominations of Securities of the same Series, the Registrar shall make the exchange as requested. To permit transfers and exchanges, upon surrender of any Security for registration of transfer at the office or agency maintained pursuant to Section 2.4, the Company shall execute and the Trustee shall authenticate Securities at the Registrar’s request. If Securities are issued as Global Securities, the provisions of Section 2.15 shall apply. All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange. Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Registrar or a co-registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Registrar or a co-registrar, duly executed by the Holder thereof or his attorney duly authorized in writing. Any exchange or transfer shall be without charge, except that the Company may require payment by the Holder of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation to a transfer or exchange, but this provision shall not apply to any exchange pursuant to Section 2.11, 3.6 or 8.5. The Trustee shall not be required to register transfers of Securities of any Series, or to exchange Securities of any Series, for a period of 15 days before the record date for selection for redemption of such Securities. The Trustee shall not be required to exchange or register transfers of Securities of any Series called or being called for redemption in whole or in part, except the unredeemed portion of such Security being redeemed in part.