Seller Shares Sample Clauses
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. The Seller Stockholder holds of record the number of Seller Shares set forth next to his, her or its name on Section 3.1.4 of the Disclosure Schedule.
Seller Shares. The Seller acknowledges and agrees that the Buyer Newly Issued Common Stock to be issued to the Seller as of the Effective Time pursuant to the terms of this Agreement will be issued in a transaction exempt from registration under the Securities Act by reason of Section 4(a)(2) thereof and/or Regulation D promulgated under the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and may not be re-offered or resold other than in conformity with the registration requirements of the Securities Act and such other applicable rules and regulations or pursuant to an exemption therefrom. Until the resale by the Seller of Buyer Newly Issued Common Stock has become registered under the Securities Act, or otherwise transferable pursuant to an exemption from such registration otherwise required thereunder, the Buyer Newly Issued Common Stock issued to the Seller shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND THE HOLDER OF SUCH SECURITIES MAY NOT, DIRECTLY OR INDIRECTLY, SELL, OFFER OR AGREE TO SELL SUCH SECURITIES, OR OTHERWISE TRANSFER, DIRECTLY OR INDIRECTLY, OR LOAN OR PLEDGE, THROUGH SWAP OR HEDGING TRANSACTIONS (OR OTHER TRANSACTION WHICH IS DESIGNED TO OR WHICH REASONABLY COULD BE EXPECTED TO LEAD TO OR RESULT IN A SALE OR DISPOSITION OF SUCH SECURITIES EVEN IF SUCH SECURITIES WOULD BE DISPOSED OF BY SOMEONE OTHER THAN SUCH HOLDER THEREOF) SUCH SECURITIES (“TRANSFER”) OTHER THAN IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE STOCKHOLDERS AGREEMENT, DATED AS OF DECEMBER, 2017, AS IT MAY BE AMENDED FROM TIME TO TIME BY AND AMONG LIFETIME BRANDS, INC. (THE “COMPANY”) AND CERTAIN OF ITS STOCKHOLDERS AND OTHER PERSONS (THE “STOCKHOLDERS AGREEMENT”). THE STOCKHOLDERS AGREEMENT CONTAINS, OTHER THINGS, SIGNIFICANT RESTRICTIONS ON THE TRANSFER OF THE SECURITIES OF THE COMPANY AND OTHER RESTRICTIONS ON THE ACTIONS BY CERTAIN STOCKHOLDERS OF THE COMPANY RELATING TO THE COMPANY AND/OR ITS SECURITIES. A COPY OF THE STOCKHOLDERS AGREEMENT IS AVAILABLE UPON REQUEST FROM THE COMPANY.”
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. The Seller holds of record and owns beneficially all of the Shares set forth opposite such Seller’s name on Exhibit A hereto, and as of the Closing Date such Shares shall be free and clear of any Liens or other restrictions on transfer (other than any restrictions under the Securities Act and state securities laws). Sellers is not a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of capital stock of Enable (other than this Agreement). Except as set forth in Section 5.5 of the Seller Disclosure Schedules, the Sellers is not a party to any voting trust, proxy or other agreement or understanding with respect to the Shares.
Seller Shares. Seller holds of record and owns beneficially all of the Seller Shares free and clear of any restrictions on transfer (other than any restrictions common to all shareholders of Buyer and securities laws), taxes, mortgage, pledge, encumbrance, charge, security interest, or other liens, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands. Seller is not a Party to any option, warrant, purchase right, or other contract or commitment that could require Seller (or any one or more of them) to sell, transfer, or otherwise dispose of any of the Seller Shares.
Seller Shares. The Seller Shares to be purchased by Buyer hereunder will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.
Seller Shares. As used herein, the term “Seller Shares” shall mean the Seller Shares issuable to Buyer and/or Buyer’s Permitted Designee at the Closing and at all relevant times thereafter in exchange for the Purchase Price in accordance with the terms of this Schedule 2.0 In consideration of the Purchase Price at the Closing hereunder, Sellers shall each execute and deliver the form of assignments attached hereto in Exhibits 2.1(a)-(c) to give effect to the assignment by each Seller of their respective portion of the Seller Shares directly to Buyer (“Seller Share Assignment”), in each case free and clear of all Liens.