Preferred Seller definition
Examples of Preferred Seller in a sentence
Subject to Sections 2(a)(i) and (ii), before an Existing Preferred Seller may Transfer any Equity Securities, the Series C Shareholder shall have a Right of First Offer to purchase all (but not less than all) the Equity Securities which such Existing Preferred Seller desires to Transfer, on the terms and conditions set forth herein.
Before an Existing Preferred Seller may Transfer all (but not less than all) the Equity Securities, the Series C Shareholder shall have a Right of Co-Sale if it has not exercised its Right of First Offer with respect to the Transferred Shares pursuant to Section 4 hereof, to sell certain of its Equity Securities on the terms and conditions set forth herein.
The Series C Seller or any of the Existing Preferred Seller (as the case may be) shall not make (or be required to make) any representation or warranty to their respective relevant Right Holder in connection with the exercise of the Right of First Offer, other than those on good title to the Transfer Shares, absence of liens with respect to the Transfer Shares and customary representations and warranties concerning the Transferring Shareholder’s power and authority to undertake the proposed Transfer.
Payment of the Preferred Purchase Price shall be made, at the option of the exercising Preferred Holder or the Company, as the case may be, (i) in cash (by check or wire transfer), (ii) by cancellation of all or a portion of any outstanding indebtedness of the Preferred Seller to the Preferred Holder or the Company, as the case may be; or (iii) by any combination of the foregoing.
If the Offered Preferred Stock is not so Transferred during such 30-day period, then the Preferred Seller may not Transfer any of such Offered Preferred Stock without complying again in full with the provisions of this Agreement.
If the Preferred Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith, which determination shall be binding upon the Company, each Preferred Holder and the Preferred Seller, absent fraud or material error.
In the event that the Preferred Seller has not sold the Preferred Transfer Shares within this one hundred twenty (120) day period, the Preferred Seller shall not thereafter sell any Shares without first offering such shares to the Investors (save for Intel and IFC, but including their respective assignees) or the holders of Common Shares in the manner provided in this Section 2A.
If the Preferred Holders desire to purchase less than all of the Offered Preferred Stock, within ten (10) days after expiration of the Preferred Holders' Preferred Refusal Period, the Preferred Seller will give written notice to the Company specifying the number of shares of Offered Preferred Stock that were not subscribed by the Preferred Holders exercising their Right of First Refusal (the "PREFERRED SELLER'S NOTICE").
Upon delivery of the Buyer Series F Preferred, Seller shall be the record and beneficial owner of the Buyer Series F Preferred, free and clear of all Encumbrances, except restrictions arising from applicable federal and state securities laws.
Upon delivery of the Series F Preferred, Seller shall be the record and beneficial owner of the Series F Preferred, free and clear of all Encumbrances, except restrictions arising from applicable federal and state securities laws.