Seller Shares. Buyer or Buyer Sub shall vote or cause to be voted all Seller Shares owned by them directly or indirectly or for which they have voting authority as of the record date for the Seller Meeting in favor of this Agreement and the Merger.
Seller Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Notary shall execute the deed of transfer of the Seller Shares through the notarial deed in the form substantially attached hereto as Exhibit A. Immediately thereafter, the Notary shall transfer the Initial Purchase Price to the Sellers in accordance with the instruction letter from the Notary.
Seller Shares. The names of each of the stockholders of the Seller and the number of shares of stock of the Seller owned by each stockholder are as set forth in Section 3(ab) of the Disclosure Schedule (ac) Certain Business Relationships With the Seller. None of the Shareholders and/or their families has been involved in any business arrangement or relationship with the Seller within the past 12 months, and none of the Shareholders and/or their families owns any asset, tangible or intangible, which is used in the business of the Seller.
Seller Shares. As consideration for the Purchased Assets, at the Closing, the Company shall issue to the Seller one million one hundred twenty thousand (1,120,000) shares of common stock of the Company (the “Seller Shares”) (with the value of the Seller Shares being the “Consideration Amount”). At the Closing, the Seller Shares shall represent forty-one and forty-eight hundredths percent (41.48%) of the Company’s issued and outstanding common stock. The amount of the Seller Shares issued to the Seller shall be subject to the following adjustments, as applicable:
Seller Shares. The Company agrees that:
Seller Shares. Seller represents that upon delivery of the Seller Shares at Closing, the Seller Shares shall be validly issued (including issued in compliance with all applicable state and federal securities laws), fully paid and nonassessable and free of any preemptive rights, but will be subject to any restrictions imposed by securities laws and the Voting Agreement. The Seller has full legal right to issue the Seller Shares to the Buyers and will, upon delivery of the Seller Shares to the Buyers pursuant to the terms hereof, transfer to the Buyers good and valid title to the Seller Shares free and clear of all liens, security interests, claims, charges, encumbrances, rights, options to purchase, voting trusts or other voting agreements (except for the Voting Agreement) and calls and commitments of every kind affecting the Seller Shares.
Seller Shares. 1 Subsidiaries.................................................................5 Taxes........................................................................8
Seller Shares. The Seller Shares and the Newcom Shares to be delivered to the UIH Parties at the Closxxx xx such Seller pursuant to this Agreement will, at the Closing, be duly authorized, validly issued and fully paid, and will be free and clear of any Lien or Restriction except for any Lien or Restriction created by any of the UIH Parties effective as of the Closing.
Seller Shares. Incomnet holds of record all of the issued and outstanding Seller Shares (subject to the exercise of any outstanding options to acquire Seller Shares).
Seller Shares. The entire authorized capital stock of the Seller -------------- consists of 200,000 shares of "Seller Stock," of which only 60,000 shares are issued and outstanding and no Seller Stock is held in treasury. Each Seller Stockholder holds of record 20,000 shares of Seller Stock.
