Examples of Seller 2 Shares in a sentence
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.
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.
With respect to the Seller 2 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 2 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.
Seller 1 is entitled to freely dispose of the Seller 2 Shares, and such disposal does not infringe any rights of any Party or third party.
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 2 Shares.
The Seller 2 Shares are fully paid-in, either in cash or in kind.
Seller 2 hereby, subject to (aufschiebend bedingt) the Closing Conditions and the Closing Actions set out in Section 7.2 and Section 7.3 having been fulfilled or waived as the case may be, transfers its title (xxxxx xx) in the Seller 2 Shares (1) with effect as of the Closing Date to Purchaser 1 under the terms and conditions of this Agreement.
Purchaser hereby purchases the Seller 1 Shares, the Asset Transfer Receivable and the Seller 2 Shares, including all dividend rights with respect to past, present or future profits (unless distributed already as of the date hereof) and all other ancillary rights related thereto.
Seller 2 acknowledges that the certificates representing the Seller 2 Shares shall bear a legend indicating the restrictions on transfers to which they are subject, and any transfer agent employed or utilized by LCCI shall be instructed not to effect transfer of such Seller 2 Shares without prior written authorization from LCCI.