Examples of Seller Equity in a sentence
Seller shall retain all Liabilities and obligations in respect of all Seller Stock Options, including all responsibility for the administration, exercise and settlement of such Seller Stock Options in accordance with the terms of the applicable Seller Equity Plan, and any tax withholding, payroll tax or other tax obligations that arise in connection with any such exercise or settlement.
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The total consideration to be paid to the Fathom Blocker Owners and the Continuing Fathom Unitholders at the Closing shall equal the aggregate of (w) the Closing Cash Consideration, (x) the Closing Seller Equity Consideration and (y) the Fathom Earnout Consideration (together, the “Fathom Consideration”).
Neither Seller nor any Group Company shall have any responsibility to renew the Split Dollar Policy.(j) Seller shall retain all liabilities with respect to the U.S. deferred compensation plans, the Brunswick Corporation Supplemental Pension Plan and the Brunswick International Stock Unit Plan and shall make payments with respect to such plans when any amounts become due and payable.(k) Seller shall retain liability for each Existing Seller Equity Award.
As promptly as practicable following the Execution Date, to the extent reasonably agreed by Fathom and Altimar, Fathom and Altimar will cooperate to take such actions as may be necessary to facilitate the delivery of Closing Seller Equity Consideration and Fathom Earnout Consideration to any current or former Fathom employee in a manner compliant with applicable Law.
The Seller may, without further board of directors or third-party approvals, subject to compliance with applicable Law, grant to the employees of the Purchaser and the Purchaser’s Subsidiaries up to 20% of the total value of the pool of Seller Equity Securities that it has reserved from time to time for employees generally, the aggregate size of which has been approved by the Alibaba Independent Committee.
Immediately following the Closing, (A) the Purchaser shall be the sole owner of the Seller Equity and (B) the Company’s material assets shall consist solely of the Trelegy Royalty and the Company Cash.
Solely for purposes of Sections 13(ii) and 13(v) above, Seller, Equity Holder, and Premier shall jointly and severally indemnify and defend the Buyer Indemnified Parties and hold each Buyer Indemnified Party harmless, from and against any and all Losses, including, without limitation, court costs and reasonable attorney’s fees.
The Purchaser acknowledges that it is informed as to the risks of the Transactions and of ownership of the Seller Equity.
Exhibit F is a true, correct and complete copy of the limited liability company agreement of the Buyer that will be in effect as of the Closing and pursuant to which the Seller Equity Interest will be issued (the “LLC Agreement”).