Examples of Seller 1 Shares in a sentence
Seller 1 is entitled to freely dispose of the Seller 1 Shares, and such disposal does not infringe any rights of any Party or third party.
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 fully paid-in, either in cash or in kind.
Except for provisions in any agreement between Sellers, provided that these agreements will be terminated with full effect as of Closing, there are no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the Seller 1 Shares.
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.
The Seller 1 Shares are non-assessable (nicht nachschusspflichtig), free and clear of any third-party rights and have not been pledged, assigned, charged, encumbered or used as security.
With respect to the Seller 1 Shares, no contributions in kind have been made and no contribution (whether cash or non-cash) or parts thereof have been repaid or otherwise returned (whether directly or indirectly) and no hidden distribution of profits and no hidden contributions have been made (i) for which Purchaser may become liable or (ii) resulting in a tax liability of the Company.
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’s overall commitment to investments which are not readily marketable is not disproportionate to its net worth and Seller 1’s investment in the Seller 1 Shares will not cause such overall commitment to become excessive.