Examples of Blocker Seller in a sentence
Except as set forth on Schedule 5.08, Blocker has no operations or assets, and does not engage in, and has never engaged in, any business activities, other than (i) its ownership of the Blocker Company Units, (ii) activities in connection with this Agreement and the Transactions and (iii) engaging in transactions related to its capital stock (including the issuance of the Blocker Shares to Blocker Seller), in each case, including any activities related or incidental thereto.
Blocker Seller has not incurred any obligation for any finder's or broker's or agent's fees or commissions or similar compensation in connection with the Transactions.
The Blocker Shares were not issued in violation of the organizational documents of Blocker or any other agreement, arrangement or commitment to which Blocker Seller or Blocker is a party and are not subject to or in violation of any preemptive or similar rights of any Person.
There are no Proceedings pending or, to Blocker Seller's knowledge, threatened against Blocker Seller or Blocker, at law or in equity, before or by any Governmental Authority which would reasonably be expected to affect the legality, validity or enforceability of this Agreement or the consummation of the Transactions.
Blocker Seller has all requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to perform its obligations pursuant to this Agreement and the other Transaction Documents and to consummate the Transactions.