No Certificate; No Ownership Interest Sample Clauses

No Certificate; No Ownership Interest. Each Seller’s right to receive the Earn-Out Payments shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Buyer, any of the Acquired Companies or any of their respective Affiliates, and shall not entitle the Sellers to any rights common to any holder of Buyer’s, any Acquired Companies’, or any of their respective Affiliates common stock or other ownership interests. The right to receive the Earn-Out Payments shall not bear any interest unless the Earn-Out Payments are not paid within the agreed period of time (which amounts will bear interest at the simple rate of three percent (3%) per annum, non-compounding). Neither Buyer nor the Seller Representative nor the Sellers shall take any action which may cause the Earn-Out Payments payable to the Sellers to be treated as anything other than purchase price consideration for the Shares for Tax purposes and for the purposes of SFRS.
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No Certificate; No Ownership Interest. Each Seller’s right to receive the Earn-Out Payments shall not be represented by a certificate or other instrument, shall not represent an ownership interest in Buyer, the Company or any of its subsidiaries or any of their respective Affiliates, and shall not entitle the Sellers to any rights common to any holder of Buyer’s, the Company or any of its subsidiaries, or any of their respective Affiliates common stock or other ownership interests. The right to receive the Earn-Out Payments shall not bear any interest (except as set forth in Clause 12.5 of the Agreement).
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Related to No Certificate; No Ownership Interest

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

  • Beneficial Ownership Certificate As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Initial Certificate Ownership Since the formation of the Trust by the contribution by the Depositor pursuant to Section 2.5, the Depositor has been the sole Certificateholder.

  • Beneficial Ownership Certification The information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Beneficial Ownership of Shares; Certificate Registration The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the exercise of the Option. Except as provided by the preceding sentence, a certificate for the shares as to which the Option is exercised shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

  • Membership Certificates This LLC shall be authorized to obtain and issue certificates representing or certifying membership interests in this LLC. Each certificate shall show the name of the LLC, the name of the member, and state that the person named is a member of the LLC and is entitled to all the rights granted members of the LLC under the Articles of Organization, Certificate of Formation or a similar organizational document, this operating agreement and provisions of law. Each membership certificate shall be consecutively numbered and signed by one or more officers of this LLC. The certificates shall include any additional information considered appropriate for inclusion by the members on membership certificates. In addition to the above information, all membership certificates shall bear a prominent legend on their face or reverse side stating, summarizing or referring to any transfer restrictions that apply to memberships in this LLC under the Articles of Organization, Certificate of Formation or a similar organizational document and/or this operating agreement, and the address where a member may obtain a copy of these restrictions upon request from this LLC. The records book of this LLC shall contain a list of the names and addresses of all persons to whom certificates have been issued, show the date of issuance of each certificate, and record the date of all cancellations or transfers of membership certificates.

  • Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

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