Transactions by Seller in the Shares Sample Clauses

Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in the Certificate of Incorporation in connection with the Business Combination with respect to the Recycled Shares only during the term of this Confirmation. Seller may sell or otherwise transfer, loan or dispose of any of the Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time. Any Recycled Shares that are not Shortfall Sale Shares sold by Seller during the term of the Transaction will cease to be included in the Number of Shares.
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Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in the Certificate of Incorporation in connection with the Business Combination with respect to the Recycled Shares and the Additional Shares only during the term of this Confirmation. Subject to any restrictions set forth in this Confirmation, Seller may sell or otherwise transfer, loan or dispose of any of the Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time. Any Recycled Shares and Additional Shares sold by Seller during the term of the Transaction and included on an OET Notice will cease to be included in the Number of Shares.
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Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from holders of Shares other than the Issuer or affiliates of the Issuer (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this Confirmation and ending at the earlier of (x) the time reversals of redemptions in connection with the Business Combination are no longer permitted, (y) the date that a Delisting occurs, or (z) the date that a Potential Event of Default, Event of Default or a Termination Event occurs with respect to Counterparty as the Defaulting Party or the Affected Party (the Shares so acquired, the “Subject Shares”). For the avoidance of doubt, Seller may sell or otherwise transfer or dispose of any of the Subject Shares or any other shares or securities of the Issuer in one or more public or private transactions at any time; provided that, if such sales of Subject Shares are to be settled during the Hedging Period, such transferee also agrees to waive Redemption Rights with respect to such Subject Shares; and provided further, that upon the settlement of any sale of Subject Shares after closing of Business Combination, “Optional Early Termination” provisions above shall apply. Any Subject Shares sold by Seller during the term of the Transaction will cease to be Subject Shares.
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Transactions by Seller in the Shares. Seller hereby waives the redemption rights set forth in the Certificate of Incorporation in connection with the Business Combination with respect to the Recycled Shares and the Additional Shares only during the term of this Confirmation. Subject to any restrictions set forth in this Confirmation, Seller may sell or otherwise transfer, loan or dispose of any of the Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time. Any Recycled Shares and Additional Shares sold by Seller during the term of the Transaction and included on an OET Notice will cease to be included in the Number of Shares.
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Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Counterparty’s memorandum and articles of association in connection with the Business Combination with respect to the Public Shares save for any redemption following the Additional Termination Events set out in (c) and (d) in the Additional Termination Event section above.
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Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Article 9.2 of the Certificate of Incorporation in connection with the Business Combination with respect to Shares it acquires from third parties in the open market through a broker, or acquired in the Counterparty’s initial public offering, and identifies on the Pricing Date Notice (each, a “Third Party Shareholder”) who have redeemed Shares or indicated an interest in redeeming Shares pursuant to the Redemption Rights during the period (the “Hedging Period”) beginning on the date of execution of this agreement and ending at the time reversals of redemptions in connection with the Business Combination are no longer permitted , except as required to not exceed the Excess Ownership Position. Following such date, Seller shall notify Counterparty of the Number of Shares. For the avoidance of doubt, Seller may sell or otherwise transfer, loan or dispose of any of the Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time. Any Recycled Shares sold by Seller during the term of the Transaction will cease to be included in the Number of Shares.
Sample 1
Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2 of the Counterparty Charter, in connection with the Business Combination with respect to the Redemption Shares and the Additional Shares. For the avoidance of doubt, subject to Paragraph 3(b) under “Representations, Warranties and Covenants,” Seller may sell or otherwise transfer or dispose of any of the Redemption Shares, Additional Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time; provided that if such Shares are transferred prior to the closing of the Business Combination, such transferee also agrees to waive Redemption Rights with respect to such Shares (in each case with Counterparty as the third party beneficiary of such waiver).
Sample 1
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Transactions by Seller in the Shares. Seller hereby waives the redemption rights (“Redemption Rights”) set forth in Section 9.2(a) of its Charter in connection with the Business Combination with respect to the Public Shares. 1 Sakuu had understood that Xxxxx had no intention of lending the Shares.
Sample 1
Transactions by Seller in the Shares. Subject to any restrictions set forth in this Confirmation, Seller may sell or otherwise transfer, loan or dispose of any of the Shares or any other shares or securities of the Counterparty in one or more public or private transactions at any time. Any Recycled Shares sold by Seller during the term of the Transaction and included on an OET Notice will cease to be included in the Number of Shares. Unless specified in an OET Notice, no sale of Shares by Seller shall terminate all or any portion of this Confirmation, nothing contained herein shall limit any of Seller’s purchases and sales of Shares.
Sample 1

Related to Transactions by Seller in the Shares

  • Deliveries by Seller At the Closing, Sellers shall deliver the following to Buyer: (a) certificates representing the Shares (other than the MDL Sweden Shares) duly endorsed in blank or accompanied by stock powers (or, with respect to the MDL Sweden Shares, if the MDL Sweden Certificate is not located prior to the Closing, a stock power without the accompanying certificate) or other applicable instruments of transfer duly executed in blank form, with transfers duly executed by the registered holder thereof in favor of Buyer or Buyer’s designee, and any other documents which may be required to give valid title to the applicable Shares, free and clear of any Encumbrance, other than restrictions on transfer imposed under applicable securities Laws; (b) a duly executed counterpart of the Transition Services Agreement substantially in the form attached hereto as Exhibit A (the “Transition Services Agreement”); (c) if the MDL Sweden Certificate is located prior to the Closing, evidence that Buyer has been duly entered as the owner of the MDL Sweden Shares in the share register of MDL Sweden; (d) (i) copies of the resolutions of the Board of Directors or other managerial body of each Seller, certified by a proper director or officer of such Seller, approving such party’s execution, delivery and performance of this Agreement and the other agreements to be executed and delivered by such Seller pursuant to this Agreement and (ii) an executed certificate of a duly authorized officer of each Seller, dated as of the Closing Date, certifying that the execution and delivery of this Agreement, and the other agreements to be executed and delivered by such Seller pursuant to this Agreement, by such Seller and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of such Seller and its members or stockholders, as the case may be, in accordance with applicable Law and such Seller’s organizational documents; (e) a receipt for the Purchase Price; (f) a certificate executed by a duly authorized director or officer of each Seller certifying to the matters set forth in Sections 5.2(a), 5.2(b) and 5.2(c) with respect to such Seller; (g) the Xxxx of Sale and Assignment Agreement substantially in the form attached hereto as Exhibit C, duly executed by Elsevier UK and MDL (UK) Limited; (h) a duly executed counterpart of each of the following agreements (“Services Agreements”): (i) the Access and Hosting Agreement substantially in the form attached hereto as Exhibit D; (ii) the Contract Services Agreement substantially in the form attached hereto as Exhibit E; (iii) the Elsevier License Agreement substantially in the form attached hereto as Exhibit F; (iv) the MDL License Agreement substantially in the form attached hereto as Exhibit G; and (v) the Crossfire License Agreement substantially in the form attached hereto as Exhibit K. (i) certificates of good standing with respect to each MDL Group Company (if the jurisdiction of such entity issues good standing certificates), issued by the jurisdiction of incorporation or organization for each such entity, each dated a date that is as close to the Closing Date as reasonably practicable; (j) resignations or evidence of removal of the directors and officers of the MDL Group Companies, other than those persons whom Buyer specifies to Seller Representative at least five (5) days prior to the Closing Date; (k) certification, in form and substance reasonably satisfactory to Buyer, from Elsevier Inc. to the effect that Elsevier Inc. is not a “foreign person” as defined in Section 1445 of the Code; and (l) Seller Releases substantially in the form attached hereto as Exhibit B, duly executed by each Seller.

  • Deliveries by Purchaser At the Closing, Purchaser shall deliver or pay, or cause to be delivered or paid, as applicable: (a) the following payments: (i) to Biolase, acting on its behalf and, with respect to any amounts payable to any Seller (as determined pursuant to the Closing Payment Allocation Schedule), as agent on behalf of such other Sellers, an amount equal to the Estimated Purchase Price (less (A) the Adjustment Escrow Amount and (B) the Good Faith Deposit); and (ii) to the Escrow Agent, an amount equal to the Adjustment Escrow Amount, by wire transfer of immediately available funds, which the Escrow Agent shall deposit into the Adjustment Escrow Account and hold in accordance with the Adjustment Escrow Agreement; (b) to Biolase, the Bill of Sale, duly executed by Xxxxxxxxx or the Designee; (c) to Biolase, the IP Assignment Agreements, duly executed by Purchaser or the Designee; (d) to Biolase, the authorizing resolutions adopted by the board of managers, board of directors, or other applicable governing body of Purchaser authorizing this Agreement, each other Ancillary Document to which such Purchaser is a party and the consummation of the Transactions; and (e) to Biolase, the officer’s certificates required to be delivered pursuant to Section 10.2(c); (f) to Biolase, a joint payment instruction letter, duly executed by Xxxxxxxxx, directing the Escrow Agent to immediately release the Good Faith Deposit from the Good Faith Deposit Escrow Account to Biolase (on behalf of itself and the other Sellers); and (g) to Biolase, the Adjustment Escrow Agreement, duly executed by Purchaser and the Escrow Agent.

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