Company Interests definition
Examples of Company Interests in a sentence
Buyer is not an underwriter, as such term is defined under the Securities Act, and Buyer is purchasing the Company Interests for its own account solely for investment and not with a view toward, or for sale in connection with, any distribution thereof within the meaning of the Securities Act, nor with any present intention of distributing or selling any of the Company Interests.
Buyer and its Affiliates acknowledge that none of them may sell or otherwise dispose of the Company Interests except in compliance with the registration requirements or exemption provisions under the Securities Act, or any other applicable securities Laws.
Seller owns 100% of the issued and outstanding Company Interests, free and clear of all Liens, except (i) as may be created by this Agreement, (ii) as may be set forth in the Governing Documents of the Company, (iii) for any restrictions on sales of securities under applicable securities Laws and (iv) for Permitted Liens.
Notwithstanding anything contained herein, under no circumstance shall the obligation of Seller to deliver the Company Interests be enforceable absent enforceability of the obligation of Buyer to pay the Purchase Price, and vice versa.
Upon the terms and subject to the conditions of this Agreement, ▇▇▇▇▇ agrees to purchase from Seller, and Seller agrees to sell, assign, convey, deliver and transfer to Buyer, all of the Company Interests, free and clear of all Liens (other than any Liens arising under applicable securities Laws, as set forth in the Governing Documents of the Company or those created by the Buyer or any of its Affiliates), at the Closing, for the consideration specified in Section 2.02.