Exit Transfer definition
Examples of Exit Transfer in a sentence
The certificates or other instruments evidencing the Common Stock Transferred pursuant to the Exit Transfer shall be duly endorsed for transfer, and delivered on such closing date against payment for the purchase price of such Common Stock, together with all other documents which are necessary to effect such Transfer.
Any documented and reasonable costs and expenses incurred directly in connection with the Exit Transfer by the Exiting Holders shall be paid out of the gross proceeds of the Exit Transfer to the extent permissible by the terms and conditions of such Exit Transfer, and, if so permissible, no Drag-Along Holder shall have any direct liability for any such costs and expenses.
This Agreement shall terminate upon the first to occur of (a) execution of a written agreement to such effect by the Company and each Investor that remains a party hereto at the time of such execution, (b) upon the closing of an Initial Public Offering or (c) the closing of a transaction that would constitute an Exit Transfer.
In the event that this Agreement has been terminated as permitted under Section 3 or Section 13, no further payments that have not yet accrued under Section 6 shall become due following the effective date of such termination.
No Drag-Along Holder shall be required to agree to any restrictive covenant in connection with any Exit Transfer.
Each Non-Selling Holder exercising these “tag-along rights” is referred to as a “Tag-Along Holder.” The Exiting Holders shall attempt to obtain inclusion in the Partial Exit Transfer of the entire number of shares of Common Stock which the Tag-Along Holders beneficially own and are seeking to include.
Accordingly, if TUPE applies on an Exit Transfer the provisions of this Appendix shall apply.
If an Exit Transfer is a relevant transfer for the purposes of TUPE then, in such event, UCL or a Replacement Service Provider would inherit liabilities in respect of the Exit Transferring Employees.
If to do so would place Provider in breach of an Exit Transfer Contract, Provider will provide such copies as soon as it is able to do so without such breach.
Exit Transfer Manager: has the meaning ascribed to it in paragraph 3.1 of Schedule 8.