The "Transfer" clause in a contract outlines the conditions under which rights or obligations can be transferred from one party to another. It typically specifies whether consent is required for such a transfer and any limitations on the ability to assign responsibilities or benefits.
In the event of any Transfer or Non-Transfer Event that causes the Beneficial Ownership of Company common stock by the Otto Family to exceed the Permitted Limit, that number of shares of Company stock (rounded up to the nearest whole share) Beneficially Owned by the Otto Family in excess of the Permitted Limit shall be automatically transferred to a Trust in accordance with Sections 6.2.1(b) and 6.3 of the Charter and the Permitted Limit hereunder shall be reduced accordingly; provided, however, that, to the extent possible, any such violation shall be cured first by transferring to such Trust shares held by members of the Otto Family, and as among members of the Otto Family, by transferring the most recently acquired shares to the Trust until the violation is cured.
FORM OF WARRANT ASSIGNMENT AGREEMENT AMONG PRIME IMPACT ACQUISITION I CHECHE GROUP INC. AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT ASSIGNMENT AGREEMENT (this “Agreement”), dated , 2023, is made by and among PRIME IMPACT ACQUISITION I, a Cayman Islands exempted company (“SPAC”), CHECHE GROUP INC., a Cayman Islands exempted company (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”) and amends the Warrant Agreement (the “Existing Warrant Agreement”), dated September 9, 2020, by and between SPAC and the Warrant Agent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Existing Warrant Agreement.
Article 2 (Transfer of the Ownership) Upon receipt of the balance of the purchase price, Seller shall deliver to Purchaser all documents necessary for the transfer of title and cooperate with the registration process, and the delivery date of the above property shall be December 29, 2022.
On December 27, 2019, in connection with a securitization transaction, a subsidiary of Carvana Co. entered into a transfer agreement (the “Transfer Agreement”) with a statutory trust established for the securitization (the “securitization trust”), pursuant to which the securitization trust purchased from such subsidiary approximately $520.0 million in principal balances of finance receivables. The finance receivables sold pursuant to the Transfer Agreement collateralize the asset-backed securities issued by the securitization trust.
WHEREAS, Guler now desires to transfer (the “Transfer”) one-half of his interests in the Acquisition Agreement to Soyer, including, without limitation, with respect to the Contingent Payments and the Original Option Agreement;
1. The Transfer. Parent and Subsidiary hereby consent to the Transfer subject to the terms and conditions of this Agreement. In furtherance thereof, the parties acknowledge and agree that Soyer is entitled to a one-half interest in the Acquisition Agreement, including, without limitation, with respect to the payments contemplated by Section 12(a) (Sale of All or Part of Ownership or Assets in Designated Subsidiary), Section 12(b) (Change of Control), Section 12(c) (Going Public Transaction), and Section 12(d) (Additional Payments) of the Acquisition Agreement (collectively, the “Contingent Payments”) and to the Option Shares underlying the Original Option Agreement. Parent agrees to issue to each of Guler and Soyer a stock option to purchase 187,500 shares of common stock of Parent at an exercise price of $2.00 per share in the form of the Original Option Agreement and, in exchange therefor, the Original Option Agreement shall thereupon be terminated and of no further force and effect (including with respect to the Option Shares). Guler shall promptly deliver to Parent the Original Option Agreement for cancellation.
Article 1 Definition and Conditions of Transfer 1.1 “Target Company” means SHENZHEN QIANHAI MAIHUOLANG E-COMMERCE CO., LTD. 1.2 “Articles of Association” means the most recent articles of association signed by the current shareholders of SHENZHEN QIANHAI MAIHUOLANG E-COMMERCE CO., LTD. and filed with Shenzhen Market Supervisory Authority. 1.3 “Target Company’s Existing Credits and Liabilities” means the credits and liabilities of the Target Company that have been actually incurred, disclosed, and confirmed by Party B prior to the execution of this Equity Transfer Agreement.
2.2 Transfer Price and Payment Time: 2.2.1 Party A shall transfer 57% Equity Interest in the Target Company (the net assets of the Target Company are RMB 1,682,901.09 as of June 30, 2020) to Party B in exchange of the amount of RMB 650,000 and Party B agrees to accept the transfer. 2.2.2 Party B shall, within eight months after the completion of the industrial and commercial change registration of the equity transfer, pay the equity transfer consideration to Party A in cash or by bank transfer in accordance with the currency and amount specified in the preceding clause. 2.3 The shareholders and shareholding structure of the Target Company after the completion of this Equity Transfer are as follows:
Article 3 Closing of the Equity Transfer 3.1 Party B shall cause the Target Company to form legally valid resolutions of the shareholders’ meeting and amendments to the articles of association (or amended articles of association) in connection with this Equity Transfer within three days after the execution of this Equity Transfer Agreement, and Party B is obliged to cause the Target Company to complete the industrial and commercial modification registration of the Equity Interest Transfer with the industrial and commercial registration authorities within 5 working days since the signing of the agreements. 3.2 Party A and Party B shall prepare all materials required for the industrial and commercial registration modification as required. Ensure the completion of the industrial and commercial registration of change of equity and the completion of the equity transfer.
3. APPOINTMENT OF THE TRANSFER AGENT 3.1 Pursuant to Section 2.12 of the Tenth Supplemental Indenture, the Issuer has initially appointed the Transfer Agent to act as Transfer Agent for the purposes specified in this Agreement, the Indenture and the Notes, including, inter alia, completing, authenticating, holding and delivering Notes, upon the terms and subject to the conditions specified herein, the Indenture and in the Notes, and the Transfer Agent hereby accepts such appointment.
This Asset Transfer Agreement (the “Agreement”) is entered into as of November 23, 2020 by and between Cannabis Suisse Corp., a Nevada corporation (the “Transferor”); Cannabis Suisse LLC, a limited liability company organized under the laws of the Wyoming (“Company”) and Cecillia Merige Jensen (“Transferee”). Each of the Transferor, the Transferee and the Company may, from time to time, be referred to individually herein as a “Party” and collectively as the “Parties.”
WHEREAS, the board of directors of the Transferor (the “Transferor Board”) has, in connection with the contemplated transfer of the Transferor Assets pursuant to this Agreement, (i) approved of the Transferor’s entrance into this Agreement between the Transferor, the Transferee and the Company; and (ii) approved the transfer by the Transferor of the Transferor Assets; and (iii) determined that the Contemplated Transactions are advisable and in the best interests of the Transferor; and
Transfer” means, with respect to Transferor Assets, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, encumber, hypothecate or otherwise transfer such assets or any economic participation or interest therein, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, encumbrance, hypothecation or other transfer of such assets or any participation or interest therein or any agreement or commitment to do any of the foregoing.
“Transferor Assets” means all right, title and interest to one hundred percent (100%) of the Company including all right, title and interest to one hundred percent (100%) of Grow Factory GmbH.
Section 2.01. Asset Transfer. Subject to the terms and conditions hereof, during the period commencing on the Closing Date, Transferor shall assign, transfer, convey, deliver and (if applicable) sell to Transferee , and Transferee shall acquire, accept and (if applicable) purchase from the Transferor all of Transferor’s respective right, title and interest in and to all the Transferor Assets, free and clear of all liens and encumbrances.
Section 2.02. Stock Transfer. Subject to the terms and conditions hereof, during the period commencing on the Closing Date, Transferee shall assign, transfer, convey, deliver and (if applicable) sell to Transferor , and Transferor shall acquire, accept and (if applicable) purchase from the Transferee the CSUI Shares, free and clear of all liens and encumbrances.
(a) The Transferor is a corporation duly incorporated and validly existing under the laws of the State of Nevada. The Transferor has the requisite corporate power and authority to own or lease all of its properties and assets and to carry on its business as it is now being conducted. The Transferor has made available to Transferee true, complete and correct copies of the organizational documents of the Transferor as currently in effect as of the date hereof. The Transferor is not in violation of its Organizational Documents in any material respect.
The Transferor has full corporate power and authority to execute and deliver this Agreement and to consummate the Contemplated Transactions. At a meeting duly called and held, the Transferor Board unanimously determined that this Agreement and the Contemplated Transactions are in the best interests of the Transferor and the Transferor Stockholders unanimously approved this Agreement and the Contemplated Transactions. No other corporate proceedings on the part of the Transferor are necessary to approve this Agreement or the Contemplated Transactions. This Agreement has been duly and validly executed and delivered by the Transferor and (assuming due authorization, execution and delivery by Transferee) constitutes a valid and binding agreement of the Transferor enforceable against the Transferor in accordance with its terms.
Section 5.04. Transfer for Own Account. The CSUI Shares will be transferred by Transferee to the principal owner of Transferor, not as a nominee or agent, and not with a view to or in connection with the public sale or public distribution of any CSUI Shares. Transferee is not acting as an agent, representative, intermediary, nominee, derivative counterparty or in a similar capacity for any other Person, nominee account or beneficial owner. Current owner of CSUI Shares is able to bear the economic risk of holding the CSUI Shares for an indefinite period (including total loss of its investment) and has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risk of its investment in CSUI Shares.
A “Transfer” typically refers to the act of moving something from one place, person, or situation to another. In various contexts, it can denote an array of actions such as changing ownership of an asset, moving funds, or shifting responsibilities. The concept of transfer is prevalent across numerous fields, including finance, law, administration, and technology, each with its distinct processes and implications.
Transfers are used in scenarios where there is a need to change the possession or control of an item, asset, or responsibility. Common situations include:
When writing about or documenting a transfer, clarity and detail are essential. Here are steps to write process documentation for a transfer:
Identify the Type of Transfer: Clearly define what is being transferred (e.g., asset, data, funds).
Articulate Purpose and Context: Explain why the transfer is necessary and provide background information if needed.
Specify Parties Involved: Clearly list the parties or entities involved in the transfer process.
Outline Steps and Processes: Detail each step required to complete the transfer, including preparation, execution, and post-transfer actions.
Include Legal and Compliance Aspects: If applicable, mention any legal documentation or compliance checks involved.
Provide Examples and Scenarios: Use examples to illustrate complex procedures or to clarify specific terms.
Example: “To transfer funds from your savings account to your checking account via the online banking portal, first log in to your account, select ‘Transfer Funds’ from the menu, choose the accounts involved, enter the amount, and confirm the transaction.”
Contracts that often include transfer clauses or agreements are:
These contracts ensure that all parties understand their rights and responsibilities concerning the transfer, providing legal and operational clarity.
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