Examples of Key Seller in a sentence
Each Key Seller acknowledges that its agreement in this Section 6.02 forms an essential part of the consideration received by Buyer hereunder.
Each Key Seller shall use its commercially reasonable efforts to secure for the Company or Buyer all licenses, sublicenses, assignments or other suitable rights in and to any intellectual property and any contracts or leases necessary for the operation of the business of the Company as currently conducted that are impaired, terminated, or otherwise adversely affected as a result of the change of control contemplated by this Agreement.
During the Restriction Period, each Key Seller agrees not to solicit, offer employment to or employ in any capacity (and shall prohibit its Affiliates from such activities) any persons who are, at the time of such action, or were, at any time within one hundred eighty (180) days prior to such action, employees of the Company or Buyer without the prior written consent of Buyer.
Accordingly, each Key Seller agrees that the covenants contained in Section 6.1, Section 6.2 and Section 6.3 are reasonable with respect to duration, geographical area and scope.
If Seller becomes aware that any Key Seller Employee intends to resign, Seller promptly shall notify Purchaser.
Each of the parties agrees that the relevant public policy aspects of the covenants contained in Section 6.1, Section 6.2 and Section 6.3 have been discussed, and that every effort has been made to limit the restrictions placed upon each Key Seller and its Affiliates to those that are reasonable and necessary to protect Purchaser’s legitimate interests.
Purchaser shall have the right to use the Key Seller Employees beginning after the Closing Date for a period not to exceed their respective Employment Periods, and in any event not to exceed 180 days.
Under no circumstances shall the Company be obligated to effect more than an aggregate of (i) three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 initiated by Key Seller Stockholders, or (ii) one (1) Registration pursuant to a Demand Registration under this subsection 2.1.1 initiated by the Sponsor.
Neither such Key Seller nor any of its Affiliates shall take any action designed or intended to have the effect of discouraging any customer, supplier, distributor, licensor, licensee, sales representative, sales agent, consultant or any other business relation of the Company from maintaining the same business relationships with the Company after the Closing as such Person maintained with the Company prior to the Closing.
Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and each Member and his, her and its respective successors, permitted assigns, heirs and personal representatives, so long as they hold Units.