Seller Securities Sample Clauses

Seller Securities. The Seller Securities listed on Schedule A represent 100% of the issued and outstanding capital stock of the Seller. Each Shareholder is the record owner, and has good, valid and marketable title to, the Seller Securities appearing next to such shareholder’s name on Schedule A attached hereto. Each Shareholder has the right and authority to sell and deliver its Seller Securities, free and clear of all Encumbrances or adverse claims of any nature whatsoever. Upon delivery of any certificate or certificates duly assigned, representing the Seller Securities as herein contemplated or upon registering of the Company as the new owner of the Seller Securities in the share register of the Seller, the Company will receive good title to the Seller Securities owned by each such Shareholder, free and clear of all Encumbrances.

Seller Securities. Subject to Buyer's certi- fication to Seller that Buyer's representations and warranties are true and correct as of such date, that the approval condi- tions to its obligations contemplated by Section 6.01(b) have been satisfied or waived (except to the extent that any waiting period associated therewith may then have commenced but not expired) and that Buyer is otherwise in compliance with this Agreement, Seller shall call for redemption at the earliest practicable date permitted pursuant to the related certificate of designation all issued and outstanding shares of Seller Pre- ferred Stock. Seller shall use its reasonable best efforts, subject to prudent business practices, to acquire up to 6,973,380 shares of Seller Common Stock in open-market transactions consummated prior to the Effective Time, and subject to compliance with applicable securities laws and regulations, at a cost per share in each transaction of not more than $22.00 per share.

Seller Securities. Each Seller Principal holds of record and owns beneficially the number of Equity Securities in Seller set forth next to such Seller Principal’s name in Section 2.1(f) of the Disclosure Schedule, free and clear of any Liens, and such Equity Securities constitute all of the issued and outstanding Equity Securities of Seller.

Seller Securities. On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing, Seller shall issue to Buyer a subordinate secured convertible debenture in the original principal amount of TEN MILLION DOLLARS ($10,000,000.00) in substantially the same form as the form of debenture attached hereto in Exhibit 2.2.1 (“Seller Debenture”). Commencing on OCTOBER 1, 2018, the Seller Debenture shall be convertible into Seller’s Common Stock at the sole and exclusive option of the holder in one or more installments at the Seller Fair Market Value Conversion Price on a per share basis, up to 9.9% of the Seller’s issued and outstanding Seller Common Stock at the time of conversion (when taken with any other shares of Seller Common Stock held by the holder at the time of conversion). As used herein, the term “Seller Fair Market Value Conversion Price” shall mean the greater of (i) $0.10 per share or (ii) 100% of the lowest closing market price per share for the Seller’s Common Stock for the thirty (30) Trading Days preceding conversion. The Seller Debenture shall accrue interest at the lesser of 2% or the minimum allowable rate under applicable law, and shall be waived if the Seller Debenture is converted or otherwise fully paid on or before JUNE 30, 2028 (“Seller Debenture Maturity Date”). The Seller Debenture shall be exclusively paid in the form of Seller Common Stock, provided, however, that the principal balance due under the Seller Debenture shall be reduced on a dollar for dollar basis in an amount equal to any Distributions paid by JVCo, including, without limitation, proceeds from Lump Sum Recovered Amounts, to Buyer and/or Attis under the JVCo Operating Agreement. Buyer agrees, in the event and to the extent it decides to sell or convert the Seller Debenture, that shares of Seller’s Common Stock issuable upon conversion of the Seller Debenture shall not, in the absence of Seller’s prior written consent, be sold in public market transactions at a monthly rate that exceeds 20% of the average monthly trading volume for Seller’s Common Stock for the three months prior to sale. No assignment of the Seller Debenture, or any portion or all of the amounts due under Seller Debenture, shall be permitted in the absence of Seller’s prior written consent. Schedules to Securities Purchase Agreement 13

Seller Securities. The Seller holds of record and owns beneficially all of the Seller Securities and has good, valid and marketable title to such Seller Securities, free and clear of any Liens. The Seller is not a party to any option, warrant, purchase right or other contract (other than this Agreement) that could require the Seller to sell, transfer or otherwise dispose of any such Seller Securities. The Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of such Seller Securities. The Seller Securities constitute all of the Equity Interests held by the Seller in the Company or any of its Subsidiaries.