Seller Interests is defined in the Recitals.
Seller Interests means any and all Capital Stock and/or other ownership or profit interests in Seller and any and all rights, powers and remedies of the holder of a Seller Interest with respect to such “Seller Interest”, including, without limitation, such holder’s rights as holder of such Capital Stock and/or other ownership or profit interests, to manage affairs, to make determinations, to exercise any election or option and/or to give or receive any notice, consent, waiver or approval, together with the full power and authority to demand, receive, enforce, execute, endorse or cash any checks or other payments or other instruments or orders, to file any claims and/or to take any action that may be necessary or advisable in connection with any of the foregoing.
Seller Interests means any capital, capital stock, membership interests, or other security of the Seller.
Examples of Seller Interests in a sentence
The Seller Interests have not and have never been United States real property interests as defined in Section 897(g) of the Code and the regulations thereunder.
The consideration to be paid by Buyer for the Seller Interests (the "PURCHASE PRICE"), both in the aggregate and to each Member for such Member's Seller Interests, is described in Schedule 1.3.
The Members shall have delivered to Buyer the certificates representing the Seller Interests and the stock certificates or stock powers as described in Section 1.2.
The transfer of the Seller Interests by the Members to Buyer pursuant to this Agreement is intended to qualify (i) as a transfer of property to a controlled corporation pursuant to the provisions of Code Section 351 and comparable provisions of applicable state income tax law, and (ii) under Code Section 351 as part of a transfer by the Members and other persons transferring property to Buyer who collectively will be in control (as defined in Section 368(c) of the Code) of Buyer following such transfers.
The Seller Interests owned by each Member are set forth in part (b) of Schedule 1.
More Definitions of Seller Interests
Seller Interests has the meaning assigned to such term in Section 3.2(a).
Seller Interests shall have the meaning set forth in Section 3.2.
Seller Interests has the meaning specified in Section 4.3(a). EXHIBIT A
Seller Interests has the meaning set forth in the recitals. “Seller Marks” has the meaning set forth in Section 6G(i). “Seller Pre-Closing Taxes” means (a) any Taxes imposed on or with respect to the Company and its Subsidiaries attributable to any Pre-Closing Tax Period of the Company and its Subsidiaries (including the portion of any Straddle Period of the Company and its Subsidiaries that ends on the day immediately preceding the Closing Date), and (b) any Taxes arising from or imposed with respect to any action taken or transaction effected, in each case outside the ordinary course of business, by Seller or any of the Company and its Subsidiaries on the Closing Date on or prior to the Closing (other than any such action taken or transaction effected by such party at the direction of Buyer); provided however, that Seller Pre-Closing Taxes shall not include any Taxes to the extent a liability for such Taxes was taken into account in the determination of the final Closing Net Working Capital. “Seller 401(k) Plan” has the meaning set forth in Section 6L(v). “Signing Press Release” has the meaning set forth in Section 6D. “Standard Limitation Date” has the meaning set forth in Section 8A. “Straddle Period” means with respect to Company and its Subsidiaries, a taxable period that begins before and ends after the Closing Date. “Subsidiary” means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons shall be allocated a majority of partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such partnership, association or other business entity. “S...
Seller Interests has the meaning set forth in Section 3.04.
Seller Interests has the meaning given such term in the recitals to this Agreement.
Seller Interests means all rights, interests, entitlements and obligations howsoever arising of the Seller under the Project Royalty Agreement. Taxation or Tax or Taxes mean any tax, levy, charge, impost, fee, deduction, compulsory loan or withholding, that is assessed, levied, imposed or collected by any Authority or Taxation Authority and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of the same. Taxation Authority means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official competent to impose, administer, levy, assess or collect Taxes. Tax Claim means any demand, claim, request or notification or any analogous communication by or from a Taxation Authority as regards payment due in respect of Taxes.