IDR Sellers definition
Examples of IDR Sellers in a sentence
CST and IDR Buyer shall have performed in all material respects all agreements, obligations and covenants required under this Agreement to be performed by them on or before the Closing Date, and the IDR Sellers shall have received a certificate dated the Closing Date and signed by an executive officer of CST and IDR Buyer certifying to the matters set forth in this Section 5.3(d).
The IDR Sellers acknowledge that they can bear the economic risk of their investment in the CST Common Stock comprising the Equity Consideration and have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of an investment in such CST Common Stock.
Such IDR Sellers understand that the CST Common Stock comprising the Equity Consideration will not have been registered pursuant to the Securities Act or any applicable state securities Laws, that such CST Common Stock shall be characterized as “restricted securities” under federal securities Laws and that under such Laws and applicable regulations such CST Common Stock cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
Other than this Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from the IDR Sellers or IDR Holders any of the IDRs. Other than the IDRs being indirectly conveyed to IDR Buyer pursuant to the terms of this Agreement, no other IDRs have been issued by the Partnership to any Person.
Since the date hereof there shall not have occurred and be continuing a Seller Material Adverse Effect and CST and IDR Buyer shall have received a certificate, dated as of the Closing Date, of a trustee of each of the IDR Sellers certifying that to the Knowledge of the IDR Sellers no Seller Material Adverse Effect has occurred and is continuing.
CST and IDR Buyer shall have delivered, or be standing ready to deliver, to the IDR Sellers the items specified in Section 1.2(b), in each case duly executed and dated as of the Closing Date.
Since the date hereof there shall not have occurred and be continuing a Buyer Material Adverse Effect and the IDR Sellers shall have received a certificate, dated as of the Closing Date, of an executive officer of CST and IDR Buyer certifying that to the Knowledge of CST no Buyer Material Adverse Effect has occurred and is continuing.
Each of the IDR Sellers has made available to IDR Buyer true and complete copies of the Organizational Documents of each IDR Seller as in effect on the Execution Date.
From and after the Closing Date, IDR Buyer will cause a payment to the IDR Sellers of any distributions received by IDR Holders with respect to the IDRs, when the record date for such distributions occurs prior to the Closing Date and the distribution is made on or after the Closing Date.
At or prior to the Closing, the other Transaction Documents to which any of the IDR Sellers is party will be duly executed and delivered by such IDR Seller and will constitute such IDR Seller’s valid and binding obligation enforceable against such IDR Seller in accordance with its terms, except as enforcement may be limited by the Enforceability Exceptions.