Purchased Interests definition
Examples of Purchased Interests in a sentence
There are no (A) voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the Purchased Interests or (B) bonds, debentures or other Indebtedness having the right to vote or convertible or exchangeable for securities of the Company having the right to vote.
Purchaser understands and agrees that the Purchased Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with state, local and foreign securities Laws, in each case, to the extent applicable.
Upon the terms and subject to the conditions set forth in this Agreement, at any time or from time to time after the Closing Date, at the reasonable request of another party hereto and without further consideration, each party hereto shall (and shall cause such party’s Affiliates to) execute and deliver such other reasonable documents as may be required to evidence the transfer of ownership of the Purchased Interests to the Buyer in accordance with this Agreement.
Upon the terms and subject to the conditions set forth in this Agreement, as consideration for the Purchased Interests, at the Closing, the Buyer shall pay, or shall cause to be paid, to the Sellers an amount equal to the Estimated Closing Payment Amount: (i) in cash, by wire transfer of immediately available funds to one or more accounts designated in writing by the Company to the Buyer at least five Business Days prior to the Closing Date; and (ii) in accordance with the Closing Payment Schedule.
Upon the consummation of the Transaction, the Buyer shall acquire good and valid title to the Purchased Interests owned by such Seller, free and clear of all Liens (other than restrictions on transfer under applicable federal or state securities Laws).