Examples of Seller 1 Shares in a sentence
Upon the terms and subject to the conditions set forth in this Agreement, Seller 1 hereby sells to Purchaser and Purchaser hereby purchases from Seller 1, the Seller 1 Shares, Seller 2 hereby sells to Purchaser and Purchaser hereby purchases from Seller 2, the Seller 2 Shares, and Seller 3 hereby sells to Purchaser and Purchaser hereby purchases from Seller 3, the Seller 3 Shares.
At Closing (as defined in Section 4.1), Seller 1 shall assign and transfer to Purchaser the Seller 1 Shares, Seller 2 shall assign and transfer to Purchaser the Seller 2 Shares, and Seller 3 shall assign and transfer to Purchaser the Seller 3 Shares, in each case in accordance with Section 4.4.
The Seller 1 Shares are incorporated in the global share certificate (Sammelurkunde) no.
Subject to the terms of this Agreement, (i) the Seller 1 hereby sells the Seller 1 Shares, (ii) the Seller 2 hereby sells the Seller 2 Share, in each case free of any Encumbrances to the Purchaser, and the Purchaser hereby accepts such sales of and purchases the respective Sold Shares from each Seller.
Seller 1 has been duly incorporated and is validly existing and in good standing under the laws of The Netherlands and has the requisite corporate power and authority necessary to own its properties and to conduct its business as presently conducted, to deliver this Agreement and to accept the Seller 1 Shares and to perform its obligations hereunder.
The issuance and delivery of the Seller 1 Shares has been duly authorized.
Except for the personal guarantees given by Xxxxxx Xxxxx and Member of certain of Seller's Debt Instruments, none of the obligations or liabilities of Seller is guaranteed by, or subject to a similar contingent liability to, any other Person, nor has Seller or Member guaranteed, or otherwise become contingently liable for, the obligations or liabilities of any other Person in connection with the Business.
Purchaser hereby purchases the Seller 1 Shares, the Shareholder Loan 1 and the Shareholder Loan 2 from Seller 1 and undertakes to accept the transfer and assignment thereof in accordance with Sections 3.1.1 and 3.1.2.
Sale of SharesEach Seller separately and individually as individual obligor ( Einzelschuldner) hereby sells (verkaufen) upon the terms and subject to the conditions of this Agreement the Shares to the Share Purchaser as follows: The Seller 1 sells to the Share Purchaser the Seller 1 Shares, the Seller 2 sells to the Share Purchaser the Seller 2 Share and the Seller 3 sells to the Share Purchaser the Seller 3 Shares.
Upon the terms and subject to the conditions set forth in this Agreement, with economic effect as of January 1, 2022, 00:00 CEST (the “ Effective Date”), the Seller 1 hereby sells the Seller 1 Shares to the Buyer and the Buyer hereby purchases the Seller 1 Shares from the Seller 1.