Restricted Seller definition

Restricted Seller has the meaning set forth in Section 6(c).

Restricted Seller has the meaning set forth in Section 2.2.3(b).

Restricted Seller has the meaning set forth in Section 6.07(a). “Review Period” has the meaning set forth in Section 2.04(c)(i). “Sales and Use Taxes” means any sales, use or value added Taxes arising with respect to sales or leases made, or services provided, by any Heartland Company with respect to any Pre- Closing Tax Period. “Sales and Use Tax Return” means all Tax Returns related to any Sales and Use Taxes. “Securities” has the meaning set forth in the recitals. “Seller Accountants” means Forvis LLP. “Seller Fundamental Representations” means the representations and warranties in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.25, Section 4.01, Section 4.02, Section 4.03, Section 4.04 and Section 4.05. “Seller Indemnitees” has the meaning set forth in Section 9.04. “Seller Releasing Parties” has the meaning set forth in Section 12.11. “Seller Representative” has the meaning set forth in Section 11.01.

Examples of Restricted Seller in a sentence

• Notwithstanding Section 1.01(d) and Section 1.03, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an assignment or assumption of the Restricted Seller Contracts unless and until a Consent is obtained.

• Restricted Seller hereby agrees that [ 🌑 ] shares subscribed for in Parent by the Restricted Seller pursuant to the Sale and Purchase Agreement (the “Restricted Shares”) shall, effective as of the Closing Date, be subject to the vesting and forfeiture provisions and transfer restrictions of this Section 2.

• Each Restricted Seller and Investor severally (and not jointly) represents and warrants that the Restricted Seller or Investor as the case may be.

• In the event a Restricted Seller should sell any Shares in disregard or contravention of the right of first refusal or co-sale rights under this Agreement (a “Prohibited Transfer”), the Investors, in addition to such other remedies as may be available at law, in equity or hereunder, shall have the put option provided below, and such Restricted Seller (the “Transferring Party”) shall be bound by the applicable provisions of such option.

• The Restricted Seller shall have all of the rights of a shareholder with respect to the Restricted Shares, vested or unvested, including voting rights and the right to receive dividends.

More Definitions of Restricted Seller

Restricted Seller has the meaning set forth in Section 5.15(a).

Restricted Seller means each of the Sellers listed on Schedule 1.1 as a “Restricted Seller”.

Restricted Seller has the meaning set forth in Section 8.10 (Non-Competition; Non-Solicitation; Non-Disparagement).

Restricted Seller means each Seller; provided, however, solely for purposes of Section 5.06(a), Restricted Seller shall include only Xxxxxxx X. Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxxx Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx.

Restricted Seller means the Seller Principal and each Seller identified in this Agreement (collectively the “Restricted Sellers” and each a “Restricted Seller”).

Restricted Seller means each of [***]; and 13.5.2 Restricted Period means: [***] 14. ANNOUNCEMENTS, CONFIDENTIALITY AND PRIVILEGE 14.1 Announcements Other than the Announcement, no announcement, communication or circular in connection with the existence or the subject matter of this Agreement shall be made or issued by or on behalf of any member of the Sellers' Group or any member of the Purchaser's Group without the prior written consent of the Sellers' Representatives and the Purchaser (such consent not to be unreasonably withheld or delayed). This shall not affect any announcement, communication, or circular required by Applicable Law or any Relevant Authority or the rules of any stock exchange on which the shares of any party or its holding company are listed but the party with an obligation to make an announcement or communication or issue a circular (or whose holding company has such an obligation) shall consult with the other parties (or shall procure that its holding company consults with the other parties) insofar as is lawful and reasonably practicable before complying with such an obligation. 14.2 Confidentiality 14.2.1 Subject to clauses 14.1 and 14.2.2, each of the parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to: (a) the existence and the provisions of this Agreement, any Transaction Document and of any agreement entered into pursuant to this Agreement; (b) the negotiations relating to this Agreement, any Transaction Document and any agreement entered into pursuant to this Agreement; (c) (in the case of the Sellers) any information relating to the business, financial or other affairs (including future plans and targets) of the Purchaser's Group; or (d) (in the case of the Purchaser and only until Closing in respect of information relating to the Group) any information relating to the business, financial or other affairs (including future plans and targets) of the Group and any member of the Sellers' Group (and, in respect of BCC, any person who or which, directly or indirectly, controls, or is controlled by, or is under common control with BCC (including Xxxx Capital Credit LP, any funds managed or advised by it and/or any of their affiliates)).

Restricted Seller means each of the following: Paul Mraz, Adi Prager, Uri Arnin, Saar Wollach, Daphna Zaaroor Regev, Moran Sade, Maya Harpaz and Jubran Elfar.