Seller Rights definition

Seller Rights shall have the meaning ascribed thereto in the recitals hereto.
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Seller Rights means the Seller Stock Options issued and outstanding as of the date hereof as disclosed in Section 5.3(a) of the Seller Disclosure Memorandum.
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Seller Rights shall have the meaning as set forth in Section 3.4 of the Agreement.
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Examples of Seller Rights in a sentence

  • The certificate or certificates of Seller Common Stock and instruments representing Seller Rights so surrendered shall be duly endorsed as the Exchange Agent may reasonably require.

  • Subject to Section 2.02, each issued and outstanding share of Seller Common Stock (other than shares to be cancelled in accordance with Section 2.01(b)), together with the Seller Rights (as defined below) attached thereto or associated therewith, shall be converted into the right to receive .8 shares (the "Exchange Ratio") of Buyer Common Stock.

  • Seller has provided Purchaser with a true and complete copy of the Seller Rights Agreement in effect on the date hereof.

  • The entering into this Agreement and the consummation of the transactions contemplated hereby do not and will not result in the grant of any rights to any person under the Seller Rights Plan or enable or require the Seller Rights to be exercised, distributed or triggered.

  • To the extent that any amounts are so withheld by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding was made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be.

  • Seller has taken all necessary action so that the entering into of this Agreement, the Bank Merger Agreement and the Seller Option Agreement and the transactions contemplated hereby and thereby do not and will not result in the grant of any rights to any person under the Seller Rights Agreement or enable or require the Seller rights issuable thereunder to be exercised, distributed or triggered.

  • Section 4.3(a) of the Seller Disclosure Memorandum sets forth a schedule of all Seller Rights, including the holder thereof, the exercise price, and the extent vested.

  • True and complete copies of the Seller Rights Agreement and all amendments thereto have been previously provided or made available to the Buyer.

  • The Seller has adopted an amendment to the Seller Rights Agreement in the form of Exhibit III attached hereto.

  • No consideration shall be paid with respect to any Seller Right, the exercise price of which exceeds the Per Share Purchase Price, and Seller shall cause all such Seller Rights to be cancelled as of the Effective Time.


More Definitions of Seller Rights

Seller Rights shall have the meaning assigned to such term in Section 3.1.8.
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Seller Rights means the right of Seller to purchase units of stock of Purchaser consisting of $5,356,500 face amount of Purchaser's preferred stock and twenty percent (20%) of Purchaser's common stock, at an aggregate cost of $6,427,800. The terms of the preferred stock shall be the same as the preferred stock issued to the Investor."
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Seller Rights. If Seller is unable to fulfill any part of this agreement owing to an Act of God, invasion, war, riot, court order and any other unforeseen contingency, or due to mistake, fraud or misrepresentation on the part of the Purchaser, Sellerʼs sole obligation and responsibility shall be to return to Purchaser all monies paid hereunder and this agreement shall become null and void. Canons and Regulations: The right of burial (Inurnment,) and subsequent use of all spaces shall at all times be subject to all the Canons, regulations, law and discipline of Seller and of the Catholic Church now in force or later enacted for the control, government and management of such facilities, and Purchaser agrees to comply with them, as well as the Rules and Regulations of the St. Xxxxxx Xxxxxxx Columbarium Committee together with all future amendments or alterations therein. Transfer and Assignment: The purchaser of a space may name a proposed assignee to whom he/she wishes to assign the reservation of use herein, however, owners of a reservation of use herein shall not assign, sell, alienate or transfer such reservation of use to another person or persons, without the prior written consent of the St. Xxxxxx Xxxxxxx Columbarium Committee. Any such assignee must execute an Assignment of this Agreement and accept all the terms and conditions of the Purchase Agreement, as well as the rules and regulations, (referenced herein).
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Seller Rights. If Seller is unable to fulfill any part of this agreement owing to an Act of God, invasion, war, riot, court order and any other unforeseen contingency, or due to mistake, fraud or misrepresentation on the part of the Purchaser, Seller’s sole obligation and responsibility shall be to return to Purchaser all monies paid hereunder and this agreement shall become null and void. Canons and Regulations: The right of burial (Inurnment,) and subsequent use of all spaces shall at all times be subject to all the Canons, regulations, law and discipline of Seller and of the Catholic Church now in force or later enacted for the control, government and management of such facilities, and Purchaser agrees to comply with them, as well as the Rules and Regulations of the St. Xxxxxx Xxxxxxx Columbarium Committee together with all future amendments or alterations therein.
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Seller Rights means the right of Seller to purchase units of stock of Purchaser consisting of $5,356,500 face amount of Purchaser's preferred stock and twenty percent (20%) of Purchaser's common stock, at an aggregate cost of
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Seller Rights has the meaning set forth in Section 4.5(b) hereof.
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Related to Seller Rights

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • 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.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Title Defects has the meaning set forth in Section 5.15(b).

  • Seller Consents has the meaning set forth in Section 3.03.

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Seller has the meaning set forth in the Preamble.

  • Sellers has the meaning set forth in the preamble.

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Title Defect Notice shall have the meaning set forth in Section 11.2(a).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Buyer has the meaning set forth in the preamble.