Permitted Securities Liens definition

Permitted Securities Liens means all restrictions on transfers of securities under applicable securities Laws, under any applicable Governing Documents or pursuant to this Agreement.
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Permitted Securities Liens. Liens or restrictions on transfer: (a) arising under any applicable federal, provincial and state securities Laws, (b) arising pursuant to, or as otherwise set forth in, the Organizational Documents of the Company, as made available to Acquiror prior to the Execution Date, or (c) created or imposed by Acquiror or its Affiliates at or after Closing.
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Permitted Securities Liens means any transfer restrictions imposed by applicable securities Laws or under the Organizational Documents of the Company, as applicable.
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Examples of Permitted Securities Liens in a sentence

  • Such Seller is the record and beneficial owner of all of the Subject Securities described on Schedule 5.5 as being owned by such Seller, free and clear of all Liens (other than Permitted Securities Liens).

  • Defined benefit plans The cost of providing benefits under the defined benefit plans is determined using the projected unit credit method.

  • Each Seller legally and beneficially owns the Shares set forth opposite such Seller’s name on Schedule 4.03 and, at the Closing, such Seller shall deliver to the Purchaser good and valid title to such Shares, free and clear of all Liens other than Permitted Securities Liens.

  • Delivery to Xxxxxxxx and Xxxxxxx of the Buyer Shares to be issued to them as provided in this Agreement will vest in Xxxxxxxx and Xxxxxxx good and marketable title to such Buyer Shares, free and clear of all Encumbrances (other than Permitted Securities Liens).

  • Such Naturium Seller has good and valid title to, and is the record and beneficial owner of all of the Naturium Seller Units free and clear of all Liens other than Permitted Securities Liens.

  • The Buyer Shares, when issued in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable, shares of Buyer Common Stock, free and clear of all Encumbrances (other than Permitted Securities Liens).

  • Such Securityholder has good title to the Company Securities held by such Securityholder and set forth next to such Securityholder’s name in the Consideration Spreadsheet, free and clear of all Liens other than Permitted Securities Liens.

  • Upon the sale and transfer of its Naturium Seller Units to Buyer, such Naturium Seller will convey to Buyer good and valid title to its Naturium Seller Units, free and clear of any Liens (other than Permitted Securities Liens).

  • Upon the sale and transfer of the Purchased Blocker Stock to Buyer, Blocker Seller will convey to Buyer good and valid title to the Purchased Blocker Stock, free and clear of any Liens (other than Permitted Securities Liens).

  • At the Closing, the delivery by such Seller to Purchaser of the Assignment will vest Purchaser with good and valid title to all of the Subject Securities held by such Seller (as set forth on Schedule 5.5), free and clear of all Liens (other than Permitted Securities Liens and Liens and other matters arising by, through or under Purchaser or its Affiliates).


More Definitions of Permitted Securities Liens

Permitted Securities Liens means, in the case of the Buyer Shares or the Company Shares, restrictions arising under applicable securities Laws and, in the case of the Buyer Shares, the Buyer Share Pledge.
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Permitted Securities Liens means (a) any restriction on transfer arising under applicable securities Law or, to the extent such restrictions shall be released, waived or otherwise terminated in connection with the Closing, under the Governing Documents of the Group Companies, ZMC Blocker or Management Holdcos, as applicable and (b) any restriction on transfer arising under the Existing Shareholders’ Agreement or the Interim Shareholders’ Agreement.
Sample 1
Permitted Securities Liens means Liens or restrictions on transfer: (i) arising under any applicable federal, provincial and state securities Laws, (ii) arising pursuant to, or as otherwise set forth in, the Organizational Documents of any member of the Company Group, as made available to Purchaser prior to the date hereof, (iii) created or imposed by Purchaser or its Affiliates at or after Closing, or (iv) that are fully released from the Shares as of Closing without cost, expense or penalty to Purchaser or any of its Affiliates (including any member of the Company Group).
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Permitted Securities Liens means Liens to the extent arising under applicable state and federal securities Laws.
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Permitted Securities Liens means (a) the right of first refusal set forth in Section 4.4 of the Operating Agreement and (b) transfer restrictions to which the Company Securities are subject under the Securities Act.
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Related to Permitted Securities Liens

  • Permitted Security means any Security:

  • Permitted Security Interest means any Security Interest:

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.

  • Related Securities means any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

  • Permitted Priority Liens means (i) Liens permitted under Section 9.02(c), (d), (e), (f), (g), and (j), and (ii) Liens permitted under Section 9.02(b) provided that such Liens are also of the type described in Section 9.02(c), (d), (e), (f), (g), and (j).

  • Excluded Equity Interests means (a) any Equity Interests with respect to which, in the reasonable judgment of the Administrative Agent and the Borrower, the cost or other consequences of pledging such Equity Interests in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Secured Parties therefrom, (b) solely in the case of any pledge of Equity Interests of any Foreign Subsidiary or FSHCO (in each case, that is owned directly by the Borrower or a Guarantor) to secure the Obligations, any Equity Interest that is Voting Stock of such Foreign Subsidiary or FSHCO in excess of 65% of the Voting Stock of such Subsidiary, (c) any Equity Interests to the extent the pledge thereof would be prohibited by any Requirement of Law, (d) in the case of (i) any Equity Interests of any Subsidiary to the extent the pledge of such Equity Interests is prohibited by Contractual Requirements existing on the Closing Date or at the time such Subsidiary is acquired (provided that such Contractual Requirements have not been entered into in contemplation of such Subsidiary being acquired), or (ii) any Equity Interests of any Subsidiary that is not a Wholly owned Subsidiary at the time such Subsidiary becomes a Subsidiary, any Equity Interests of each such Subsidiary described in clause (i) or (ii) to the extent (A) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable Requirements of Law), (B) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (B) shall not apply if (1) such other party is a Credit Party or a Wholly owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent)) and only for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or a Wholly owned Subsidiary) to any Contractual Requirement governing such Equity Interests the right to terminate its obligations thereunder (other than customary non-assignment provisions that are ineffective under the Uniform Commercial Code or other applicable Requirement of Law), (e) the Equity Interests of any Immaterial Subsidiary (unless a security interest in the Equity Interests of such Subsidiary may be perfected by filing an “all assets” UCC financing statement) and any Unrestricted Subsidiary, (f) the Equity Interests of any Subsidiary of a Foreign Subsidiary or FSHCO, (g) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests would result in material adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower, (h) any Equity Interests set forth on Schedule 1.1(b) which have been identified on or prior to the Closing Date in writing to the Administrative Agent by an Authorized Officer of the Borrower and agreed to by the Administrative Agent and (i) Margin Stock.

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • Permitted Liens means, with respect to any Person:

  • Exempted Securities means:

  • Listed Securities means any Shares, Share Options, stock, debentures, debenture stock or other securities for the time being issued by the Company and officially quoted by ASX;

  • Listed Security means any security of the Company that is listed or approved for listing on a national securities exchange or designated or approved for designation as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;