Beneficial Seller definition

Beneficial Seller has the meaning set forth in the Recitals.
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Beneficial Seller and “Beneficial Sellers” are defined in the preamble of this Agreement.
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Beneficial Seller means Xx Xxxxxx Xxxxxx;
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Examples of Beneficial Seller in a sentence

  • This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties, provided that nothing in this Agreement shall limit or otherwise affect Executive’s obligations under his Beneficial Seller Restrictive Covenant Agreement dated March 26, 2010 or Amended and Restated Manager Equity Agreement dated April 30, 2010.

  • This Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the matters described herein, and supersedes any and all prior and/or contemporaneous agreements and understandings, oral or written, between the parties, provided that nothing in this Agreement shall limit or otherwise affect Executive’s obligations under his Beneficial Seller Restrictive Covenant Agreement dated March 26, 2010 or Manager Equity Agreement dated April 30, 2010.

  • The Seller, such Beneficial Seller or Jxx Xxxxxx, as applicable, has full right, power and authority to execute, deliver and perform this Agreement.

  • This Agreement has been duly executed and delivered by the Seller, such Beneficial Seller or Jxx Xxxxxx, as applicable.

  • The payment by Buyer of the Purchase Price (including any additional amount required pursuant to Section 2.5.5) into Sellers’ Account shall constitute payment by Buyer to each Seller and Beneficial Seller and satisfaction of Buyer’s obligation to pay such amount hereunder.

  • With respect to each Beneficial Seller, such Seller has provided to the Buyer certain financial information and such financial information presents fairly in all material respects the financial condition of such Seller as of the date thereof, and since such date the financial condition of such Seller has not materially deteriorated in a manner that would reasonably likely prevent such Seller from complying with his or its obligations hereunder.

  • All decisions by Sellers’ Representative shall be binding upon all Sellers and Beneficial Sellers, and no Seller or Beneficial Seller shall have the right to object, dissent, protest or otherwise contest the same.

  • Sellers’ Representative may communicate with any Seller or Beneficial Seller or any other Person concerning his responsibilities hereunder, but it is not required to do so.

  • Seller and Beneficial Seller acknowledge the highly competitive nature of the business of the Company and accordingly agree as provided below.

  • As a condition to the issuance of any Earnout Shares to any Beneficial Sellers or Promised Optionholders at the direction of the Seller Entity in accordance with this Schedule I and Section 2.1(c) of the Agreement, the Purchaser may require that such Beneficial Seller or Promised Optionholder deliver an Investor Questionnaire (regardless of whether an Investor Questionnaire was previously delivered by such Beneficial Seller or Promised Optionholder).


More Definitions of Beneficial Seller

Beneficial Seller means each of the Persons set forth on Exhibit A under the heading “Beneficial Seller”.
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Beneficial Seller means a Seller listed in Part I of Schedule 9, being a person who at Completion holds beneficial interest in one or more Sale Shares.
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Related to Beneficial Seller

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Beneficial Holder A Person holding a beneficial interest in any Book-Entry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial interest in any Definitive Certificate.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • Beneficial use means the right to possession, use, and enjoyment of property, limited only by encumbrances, easements, and restrictions of record.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • TAFR LLC means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, or its successors.

  • Transferor Company means a company that conveys an interest in shares.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

  • Potential Beneficial Owner means a customer of a Broker-Dealer or a Broker-Dealer that is not a Beneficial Owner of shares of AMPS but that wishes to purchase such shares, or that is a Beneficial Owner that wishes to purchase additional shares of AMPS.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Official certificate means any form of certification, either written or print- ed (including that prescribed in § 58.18) used under the regulations in this sub- part to certify with respect to the in- spection of dairy processing plants and the inspection, class, grade, quality, size, quantity, or condition of products (including the compliance of products and packaging material with applica- ble specifications).

  • Rule 144A Global Certificate With respect to any Class of Book-Entry Certificates, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

  • Retail seller means any person that sells any dangerous drug to consumers without assuming control over and responsibility for its administration. Mere advice or instructions regarding administration do not constitute control or establish responsibility.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Trust Beneficial Owner means Global Funding, in its capacity as the sole beneficial owner of the Trust, and its successors.

  • Beneficial Owners means Persons who Beneficially Own the referenced securities.

  • Purported Beneficial Transferee means, with respect to any purported Transfer (or other event) which results in a transfer to a Trust, as provided in Section 6.2.2 of this Article VI, the Purported Record Transferee, unless the Purported Record Transferee would have acquired or owned shares of Capital Stock for another Person who is the beneficial transferee or owner of such shares, in which case the Purported Beneficial Transferee shall be such Person.

  • Official ballot means the ballots distributed by the election officer to the poll

  • Non-U.S. Beneficial Ownership Certification As defined in Section 5.03(f) of this Agreement.

  • Rule 144A Global Certificates As defined in Section 5.02(c)(ii) of this Agreement.

  • Equity Holder means any Person that owns the Equity Interests in any Practice that is a party to any Management Agreement.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Rule 144A Global Notes has the meaning set forth in Section 4.2(b)(i) of the Series 2018-1 Supplement.