The CFO asked whether and how the founders should complete and sign the assignment provision on the back of their share certificates. Please see Rewarding Key Personnel: Restricted Stock or Options?
A sample Stock Assignment Separate from Certificate is available, at no charge, on this blog’s Downloads page.
Assignor acknowledges receipt of the Consideration. Assignor shall be responsible for paying any income taxes due on the Consideration. Assignee hereby accepts such assignment to it of the Assigned Shares subject to the terms, conditions, covenants, representations, warranties, indemnities and agreements set forth herein, and hereby acquires the Assigned Shares free and clear of all Liens. Assignor and Member, jointly and severally, make the following representations and warranties to the Assignee intending that the Assignee rely upon each of such representations and warranties to induce the Assignee to enter into and to complete the transactions contemplated by this Assignment, as follows: 5.1.1 The Assignor holds of record 377,000 shares of the Company Common Stock which constitutes all of the shares of the Company Capital Stock that either the Assignor or Member own in the Company, and such shares are fully paid and non-assessable.
The Assignor owns the Assigned Shares free and clear of any restrictions on transfer, Liens, encumbrances, security interests, options, warrants, purchase rights, contracts, commitments and/or other rights whatsoever.
After giving effect to the cancellation of such shares of Common Stock, Seller acknowledges that it holds 12,321 shares of Common Stock.
Seller further acknowledges that he shall return to the Company for cancellation, at no cost to Seller, (i) 4,107 shares of Common Stock held by Seller to the extent the underwriters’ over-allotment (as described in the Registration Statement) is not exercised in full and (ii) a number of shares of Common Stock equal to 0.0125% of the Company’s issued and outstanding shares of Common Stock immediately after the initial public offering of units in the event that the last sales price of the Common Stock does not equal or exceed .00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within 24 months following the closing of the Company’s initial business combination (as described in the Registration Statement).Seller hereby acknowledges and agrees that, to the extent the immediately foregoing sentence conflicts with Section 1 (except with regard to the assignment of shares to Seller) and the fifth sentence of Section 3 of the Securities Assignment Agreement, the immediately foregoing sentence shall control and the aforementioned provisions of the Securities Assignment Agreement shall have no further force or effect. Upon the forward split of ACM outstanding shares (Clause 1.3 above), New Company shall have total outstanding of 2,010,000 shares.According to the terms of the purchase of exclusive marketing rights of Chi Brow from ECapital (Clause 1.5 and Article II above) and the redemption of personal loan from Anthony K.Chan (Clause 1.6 above), the capital structure of New Company after such assignment and issuance of shares shall be as follows Common stock Owned by Ownership percentage1,608,000 shares ACEI shareholders 80.0% 375,000 shares ECapital or its assignees 18.7% 27,000 shares Anthony K.Chan 1.3%-------------------- ---------- 2,010,000 shares 100.0% Assignment of Shares.Assignor hereby irrevocably sells, assigns, transfers, conveys, sets over and delivers to Assignee all of Assignor’s right, title and interest in and to 377,000 shares of the Company Common Stock, evidenced by stock certificate number 106 (the “Certificate”), which constitutes 9.98% of the Company’s Capital Stock (the “Assigned Shares”), free and clear of all Liens.As the assignee of the Assigned Shares, the Assignee shall succeed to all of the Assignor’s right, title and interest as a Security Holder under the terms of the Merger Agreement, and shall be entitled to the Merger Consideration that the holder of the Assigned Shares shall receive thereunder. Assignor herewith delivers the original Certificate to Assignee for transfer to Assignee and hereby irrevocably appoints any officer or authorized agent of the Company as attorney to transfer the Assigned Shares on the books of the Company with full power of substitution in the premises. In consideration of Assignor’s assignment and delivery of all of the Assigned Shares to the Assignee, Assignee shall pay to the Assignor ,700,000.00 (the “Consideration”), by wire transfer of immediately available funds to an account designated by Assignor.The Buyers have paid to the Seller an aggregate amount of Three Hundred Twelve Dollars (2) (the “Purchase Price”), in consideration of the assignment of the Shares.Notwithstanding the foregoing, in the event that the Company determines for any reason not to nominate, elect or appoint any Buyer as a member of the board of directors of the Company, or if any Buyer otherwise does not become a member of the board of directors of the Company for any reason, on or prior to the closing of the Public Offering, such Buyer shall automatically forfeit all of the Shares held by such Buyer, which shall automatically be assigned and returned to the Seller, and the Seller shall promptly return the Purchase Price to such Buyer. Seller hereby assigns and surrenders to the Company for cancellation 4,107 shares of Common Stock.1 510 547-0545 dana [at] danashultz [dot] com Skype: dana.h.shultz This website is a "communication" as that term is defined in Rule of Professional Conduct 1-400(A) (now subject to Chapter 7 of the Rules of Professional Conduct that took effect on November 1, 2018).Agreement Angel investor Assignment Board of directors California Copyright Copyright infringement Corporation Delaware Director DMCA Domain name EIN employee Entrepreneur Equity Fair use Foreign Formation Funding Inc.