Seller 3 Shares definition

Seller 3 Shares has the meaning as defined in the recitals of this Agreement.
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Seller 3 Shares shall bear the meaning given to such term in Section 2.3;
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Seller 3 Shares has the meaning set out in the Background under lit. (B).
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Examples of Seller 3 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.

  • The Seller 3 Shares are fully paid-in, either in cash or in kind.

  • With respect to the Seller 3 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.

  • 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 3 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.

  • 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 3 Shares.

  • Seller 3 is entitled to freely dispose of the Seller 3 Shares, and such disposal does not infringe any rights of any Party or third party.


More Definitions of Seller 3 Shares

Seller 3 Shares has the meaning set out in the Background under lit. (B). Share Certificate has the meaning set out in the Background under lit. (A). Shares has the meaning set out in the Background under lit. (B). Signing Date means the date on which this Agreement is signed by all Parties. Straddle Period has the meaning set out in Clause 9.2(a). Subsidiary or Subsidiaries has the meaning set out in the Background under lit. (D). Targeted Closing Date has the meaning set out in Clause 6.1. Tax means any (i) tax (Steuern) within the meaning of Section 3 of the German Tax Code (Abgabenordnung – AO) or equivalent taxes under the laws of any other jurisdiction, (ii) social security contributions (Sozialversicherungsbeiträge) or similar public social security contributions under the laws of any jurisdiction, customs duties (Zölle) and any other public fees and charges (sonstige Gebühren und Abgaben), (iii) any taxes to be withheld or paid for the account of a third party (Steuerabzugsbeträge), such as (in particular, but not limited to) capital withholding or wage tax (Kapitalertrag- und Lohnsteuer) and any taxes imposed as a secondary liability (Steuerhaftungsbeträge), as well as (iv) any penalties or administrative fines for non-adequate and/or non-proper documentation of intra-group transactions and transfer prices, in each case (A) together with any ancillary charges (steuerliche Nebenleistungen) in the meaning of Section 3 para. 4 of the German Tax Code Page 12 of 64 2813477 SV\1613529.24 (Abgabenordnung – AO) (including any penalties and fines e.g. due to late or inadequate filing of a Tax Return, interest, late payment fees, costs or additions thereto) or equivalent ancillary charges under the laws of any other jurisdiction, and (B) irrespective whether imposed under the laws of Germany or any other jurisdiction by a Tax Authority, in any aforementioned case imposed by any Tax Authority or payable under any contractual arrangement, but excluding, in any aforementioned case, for the avoidance of doubt, deferred taxes and notional losses (such as reductions of loss carry forwards or future depreciation). Tax Authority means any competent governmental authority or public body which charges, administers or collects Taxes. Tax Benefit has the meaning set out in Clause 9.2(b)(vii). Tax Guarantees has the meaning set out in Clause 9.1. Tax Indemnification Claim has the meaning set out in Clause 9.2(a). Tax Refund has the meaning set out in Clause 9.3(a). Tax Return(s) means ...
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Seller 3 Shares means the shares to be sold by Seller 3 under this Agreement, as specified in the “Sale Shares” table in Annexure I against the name of Seller 3;
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Related to Seller 3 Shares

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shares means the common shares in the capital of the Company;

  • Sold Shares shall have the meaning specified in Section 6.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Acquired Shares has the meaning set forth in the Recitals.

  • ASA Shares has the meaning set forth in 2.4(a).

  • Target Shares means all the issued and unconditionally allotted share capital in the Target and any further shares in the capital of the Target which may be issued or unconditionally allotted pursuant to the exercise of any outstanding subscription or conversion rights or otherwise together with all related rights.

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Newco Shares means the common shares in the capital of Newco;

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Sale Shares means [Insert total number of shares of the Company] Shares, representing 100 percent of the total issued, subscribed and fully paid-up equity share capital of the Company held by the Shares Seller and Nominees as more particularly described in Annexure A attached hereto;

  • Company Shareholders means holders of Company Shares.

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Consideration Shares has the meaning ascribed thereto in Section 2.2.