Nominee Shares definition
Examples of Nominee Shares in a sentence
To the extent that any of the Flood/Kings Fair Nominee Shares are not held or controlled by Flood, Flood’s spouse or Kings Fair, Flood will use his best efforts to obtain, within fourteen days, the agreement of the person or entity holding the Flood/Kings Fair Nominee Shares to the Redemption Agreement attached as or substantially in the form of Exhibit D.
Good title to the Subsidiary Interests is owned of record and beneficially solely by Seller or a Subsidiary, free and clear of all Encumbrances, other than certain nominee shares (the "Nominee Shares"), as to which Seller and the Subsidiaries have the requisite contractual authority to convey good title to Buyer as set forth in Section 2.2 of the Disclosure Schedule, and other than as otherwise set forth in Section 2.2 of the Disclosure Schedule.
Upon the terms set forth in this Agreement, subject to the satisfaction or waiver of the conditions precedent to Closing, on the Closing Date the Seller shall sell to the Purchaser, and the Purchaser shall purchase, all of the Shares and the Nominee Shares, free and clear of all Liens and together with all rights attached thereto as of the Closing.
Except as set forth on Exhibit A and any Loan Shares, such Shares and such Nominee Shares are, now and, at all times during the term hereof will be, all the securities of Parent owned, either of record or beneficially, by such Shareholder.
The Shares and the Nominee Shares owned by such Shareholder are now and, at all times during the term hereof will be, owned free and clear of all Liens, other than any Liens created by this Agreement or pursuant to any Lending Agreement.