Seller Equity definition
Examples of Seller Equity in a sentence
The Seller is the beneficial owner of the Notes free and clear of any all Liens other than those (a) arising by operation of applicable Law; (b) arising by operation of any organizational documents of the Company, the Indenture, the Senior Convertible Notes or any other agreement entered into with the Company in connection with any of the Seller Equity; or (c) created by, imposed by or on behalf of the Purchasers or under applicable securities Laws.
The Seller Equity Interests constitute all of the outstanding equity or voting interests of the Seller, and the Seller Equity Interests have been duly authorized and are validly issued, fully paid and nonassessable.
There is no action, suit, proceeding, inquiry or investigation before or by any Governmental Authority pending or, to the knowledge of the Seller, threatened against or in respect of the Notes and the Seller Equity that would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement.
Such Purchaser understands that none of the Notes and Seller Equity that such Purchaser acquires hereunder may be resold unless such resale is registered under the Securities Act, and registered or qualified under applicable state securities laws or an exemption from such registration and qualification is available.
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.