LEAR XXXGXXX XXXE Sample Clauses

LEAR XXXGXXX XXXE. Immediately after the Effective Time, and upon the terms and subject to the conditions of this Agreement, the Partnership Sellers shall sell to LSAC, and LSAC shall purchase from the Partnership Sellers, all of the shares of Preferential Common Stock, par value $.01 per share, of the Company (the "LS Preferential Common Stock"), Class A Common Stock, par value $.01 per share, of the Company (the "LS Class A Common Stock"), and Class B Common Stock, par value $.01 per share, of the Company (the "LS Class B Common Stock"; together with the LS Preferential Common Stock and the LS Class A Common Stock, the "Lear Xxxgxxx Xxxmon Stock") held by the Partnership Sellers, as set forth opposite the name of each Partnership Seller on Exhibit 1.1 l(a) hereto. Each of the Partnership Sellers covenants and agrees that it shall assert its rights under the various subscription and stockholders agreements with the holders of LS Class B Common Stock, and otherwise use its best efforts, to cause such holders to comply with the provisions of such agreements requiring such holders to sell their shares upon the sale of all of the shares of LS Class A Common Stock held by the Partnership Sellers; PROVIDED, HOWEVER, that such best efforts shall not include the commencement of Litigation or any payment to any stockholder in excess of $.01 per share of LS Class B Common Stock. The stockholders of the Company who sell their shares of LS Preferential Common Stock or of LS Class A Common Stock or of LS Class B Common Stock pursuant to this Section 1.11 are hereinafter referred to as the "LS Selling Stockholders" and are listed in Exhibit 1.1 l(a) hereto, as Exhibit 1.1 l(a) may be amended by the Company prior to the Closing Date to include additional sellers (together with the Partnership Sellers and the holders of Safelite Common Stock immediately prior to the Merger, the "Seller Group"). Payment for such shares shall be comprised of a note (the "Note") of LSAC to LS Partners as representative for and for the benefit of the LS Selling Stockholders (the "Representative"), which shall be in the form of Exhibit 1.11 (b) hereto, with an aggregate principal amount equal to the portion of the Aggregate Merger Consideration received by LSNWY in the Merger in respect of its shares of Safelite Common Stock. The Note shall be held by the Representative on behalf of the LS Selling Stockholders. The closing of the transactions contemplated by this Section 1.11 shall be referred to herein as the ...
Sample 1
AutoNDA by SimpleDocs

Related to LEAR XXXGXXX XXXE

  • /s/ Xxxxxx X Xxxxx ------------------- ..................

  • XXX XXXXXXX Xxx The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the USA PATRIOT Act.

  • /s/ Xxxxx X Xxxx ------------------ ..................

  • Hart-Xxxxx-Xxxxxx Xxe provisions of the Hart-Xxxxx-Xxxxxx Xxx are not applicable to the transactions contemplated hereby and neither the Corporation nor Seller is required to make any filings or submissions to obtain any approvals thereunder in connection herewith.

  • Xxxx-Xxxxx-Xxxxxx Notwithstanding any other provision in this Agreement, in the event the Xxxx Xxxxx Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), is applicable to any Member by reason of the fact that any assets of the Company will be distributed to such Member in connection with the dissolution of the Company, the distribution of any assets of the Company shall not be consummated until such time as the applicable waiting periods (and extensions thereof) under the HSR Act have expired or otherwise been terminated with respect to each such Member.

  • Xxxxxx, Xxxxxx X Xxxxxx has been with the Office of the Chairman of Insignia 000 Xxxx Xxxxxx and has been Chairman of Insignia/ESG, Inc. since July 1996. Prior to New York, NY 10166 July 1996, Xx. Xxxxxx'x principal employment for more than the prior five years was as a founder and Chairman of Xxxxxx X. Xxxxxx Company, Incorporated ("ESG"), a commercial property management and brokerage firm located in New York, New York that was acquired by Insignia in June 1996.

  • Earnxxx Xxxey Within two (2) business days after final execution of this Contract by all parties hereto, Purchaser shall deliver Purchaser's check in the amount of Twenty-Five Thousand and No/100 Dollars ($25,000.00) to Safeco Land Title of Dallas, 5220 Renaissance Tower, 1201 Xxx Xxxxxx, Xxxxxx, Xxxxx 00000, Xxtn: Bobbxx Xxxxx (xxe "Title Company"). The Title Company shall immediately cash the earnxxx xxxey check and deposit the proceeds thereof in an interest bearing account, the earnings from which shall accrue to the benefit of Purchaser (hereinafter the proceeds of the earnxxx xxxey check shall be referred to as the "earnxxx xxxey"). If Purchaser does not terminate this Contract during the Inspection Period (as defined in Article VI hereinbelow), then, within two (2) business days after the expiration of the Inspection Period, Purchaser will deposit with the Title Company the additional sum of Seventy-Five Thousand and No/100 Dollars ($75,000.00) in cash, which sum shall be added to and become a part of the earnxxx xxxey. Upon receipt of the second earnxxx xxxey deposit from Purchaser, the Title Company shall immediately disburse the entire $100,000.00 earnxxx xxxey deposit to Seller; upon such disbursement the $100,000.00 earnxxx xxxey deposit shall be non-refundable to the Purchaser except in the event of a default by Seller hereunder, but, if this Contract closes, then the entire $100,000.00 earnxxx xxxey deposit shall be applied in partial satisfaction of the purchase price payable at closing. In the event that this Contract is not closed, then the earnxxx xxxey shall be disbursed in the manner provided for elsewhere herein. Notwithstanding the foregoing or anything to the contrary contained elsewhere in this Contract, it is understood and agreed that One Hundred Dollars ($100.00) of the earnxxx xxxey shall in all events be delivered to Seller as valuable consideration for the Inspection Period described in Article VI hereinbelow and the execution of this Contract by Seller.

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • Xxxxxx Xxx Xxxxxx Xxx, a federally chartered and privately owned corporation organized and existing under the Federal National Mortgage Association Charter Act, or any successor thereto.

  • Xxxx, Xx Xxxxxxxxxx, XX 00000 Attention: Xxxxx X. Xxxxxxxxxx, CEO Email: Xx.Xxxxxxxxxx@xxx.xxx ​ with a copy to : ​ Stock Yards Bancorp, Inc.

Time is Money Join Law Insider Premium to draft better contracts faster.