Examples of Equity Seller in a sentence
Each Equity Seller has the full requisite right, power and authority to sell, transfer, assign and deliver the Acquired Equity owned by such Equity Seller to Buyer as provided in this Agreement.
The Equity Seller and the Company (and their Affiliates, representatives, and agents) shall cooperate in good faith with Buyer and its Affiliates (including the Acquired Company) and use commercially reasonable efforts to provide Buyer and its Affiliates (including the Acquired Company) with any assistance reasonably requested by Buyer in connection with making such elections with respect to the Acquired Company.
Upon the terms set forth in this Agreement, on the Closing Date, the Company shall cause the Equity Seller to sell, transfer and assign to Buyer, or one or more Buyer Designees, and Buyer shall purchase and accept from each such Equity Seller, all right, title and interest in and to all of the issued and outstanding capital stock or other equity interests of the Acquired Company, free and clear of all Liens (except for Permitted Liens) (collectively, the “Acquired Equity”).
The Equity Seller is the sole record and beneficial owner of all of the Acquired Equity set forth opposite such Equity Seller’s name on Schedule 3.4, free and clear of all Liens (other than Permitted Liens).
The Parties agree that the Purchase Price (plus the amount of Assumed Liabilities and any other Liabilities, in each case, to the extent properly taken into account for U.S. federal and other applicable Income Tax purposes) shall be allocated among the Asset Sellers and the Equity Seller in accordance with Schedule 6.1(e), as adjusted pursuant to this Section 6.1(e) (the “Entity Level Allocation Statement”).