Seller Shareholder means any Direct Seller Shareholder or any Indirect Seller Shareholder.
Seller Shareholder has the meaning set forth in Section 6.17(a)
Seller Shareholder means Seller or any Permitted Transferee thereof (or any subsequent Permitted Transferee of such Person); in each case for so long as such Person continues to beneficially own any Shares, provided that, and insofar as such Person continues to be at all times under the effective control of Xxxx Kaoufman unless otherwise agreed in writing by CEDC.
Examples of Seller Shareholder in a sentence
Provided Buyer has not breached its obligations hereunder or this Agreement has not terminated, Seller, Shareholder and their affiliates shall deal exclusively with the Buyer with respect to the sale of the Purchased Assets and the Business.
The execution and delivery of this Agreement by Seller and the consummation by Seller of these transactions has been duly authorized by the Board of Directors of Seller and has been duly approved by the Seller Shareholder, and no other corporate proceedings on the part of Seller are necessary to authorize this Agreement and such transactions.
This Agreement may not be amended except by an instrument in writing approved by Buyer, Seller, and the Seller Shareholder.
This Agreement binds, inures to the benefit of, and is enforceable by Buyer, Seller, Shareholder and the successors and assigns of the parties, and does not confer any rights on any other persons or entities.
If any Seller, Shareholder or Affiliate of any Seller or Shareholder breaches or threatens to breach any of the foregoing covenants, Buyer will be entitled to seek injunctive relief in addition to any other remedies that may be available under applicable Law.
More Definitions of Seller Shareholder
Seller Shareholder shall have the meaning set forth in the Preamble.
Seller Shareholder means those shareholders of Courier Corporation that have entered into a Voting Agreement.
Seller Shareholder is defined in the preamble of this Agreement.
Seller Shareholder shall have the meaning set forth in the Preamble. “Service Agreements” shall mean agreements by and among certain Target Group Members and Affiliates of the Seller and/or Non-Target-Group Entity relating to the supply of raw materials and others, each in the form agreed and set out in Exhibit J attached hereto. “Shanghai Dormitories” shall mean the buildings and land as depicted in Exhibit X. “Shares” shall have the meaning set forth in the Recitals. “Shareholders Agreement” shall mean the Shareholders Agreement entered into by and among the Seller, the Buyer and the Seller Shareholders, in the form agreed and set out in Exhibit Q attached hereto. “Short Term Loans" shall mean short term (with a maturity term no longer than one-year) bank loans, inclusive of all accrued and unpaid interest and charges. “Target Group” shall mean collectively the Company, the Target Subsidiaries and their respective branches and Liaison Offices. “Target Group Assets” shall mean, collectively, all assets and properties owned by any Target Group Member, tangible or intangible, fixed or floating, together with goodwill. “Target Group Member” shall mean any member of the Target Group. “Target Intellectual Property” shall mean any and all Intellectual Property owned by any Target Group Member and/or used by any Target Group Member in the operation of its business as currently conducted, including without limitation any and all trademarks and/or trade names owned and/or used by any Target Group Member containing the characters “Golden Monkey” and/or “Munching Monkey”. “Target Subsidiaries” shall mean, collectively, Shenyang Golden Monkey Food Co., Ltd., Xianyang Golden Monkey Food Co., Ltd., Shenqiu Xxxxxx Xxxxxx Monkey Halal Food Co., Ltd., Zhoukou Golden Monkey Food Co., Ltd. and Zhalantun Xxxxxxx Xxxx Golden Monkey Dairy Co., Ltd.; and “Target Subsidiary" means any one of them. “Tax” or “Taxes” shall mean any and all tax and administrative charges of any type (including but not limited to income tax, business tax, value-added tax, customs duties and stamp duties), together with any related interest and penalties, imposed by any Governmental Authority in accordance with applicable Law. “Tax Authority” shall mean any relevant Governmental Authority with competent jurisdiction with respect to Tax. “Template Adjustment Statement” shall mean a statement of the Target Group's financial position in the form agreed and set out in Exhibit F. “Trade Debt” shall mean any "short-term accou...
Seller Shareholder means and include the entity identified herein as Seller Shareholder together with its direct and remote subsidiaries, parents and affiliates, but excluding the Company) covenants, agrees and warrants that it will not (in any capacity whatsoever, for its own account or for any other person, party or entity), directly or indirectly, engage in the Business, or any phase thereof, in the Restricted Territory, or any part thereof, during the Restricted Period. Seller Shareholder covenants, agrees and warrants that, during the Restricted Period, it will not, directly or indirectly, own, manage, operate, control or have any interest in any business engaged in the Business, or any phase thereof, in the Restricted Territory, or any part thereof. By way of illustration but without limitation, by the above covenants and warranties not to compete, Seller Shareholder covenants, agrees and warrants that, during the Restricted Period, it will not do any of the following: be a shareholder, owner, investor, lender, partner, member, joint venturer, representative, consultant, broker, sales representative, in or of or to, as the case may be, any person, party or entity engaged in the Business, or any phase thereof, in the Restricted Territory, or any part thereof. Seller Shareholder further covenants, agrees and warrants that it will not at any time, use, divulge, furnish or make accessible to anyone (other than in the ordinary course of activities on behalf of the Company, and consistent with the Company's policies on disclosure), any knowledge or information with respect to the confidential or secret aspects of the Company's Business (including information as to Company's finances, pricing, suppliers, customers, structure or business plan). Seller Shareholder further covenants, agrees and warrants that it will not at any time during the Restricted Period, directly or indirectly, solicit for any purpose, interfere with or entice away from the Company or hire any employee or agent of Company without the prior written consent of Buyer. Notwithstanding the foregoing, it shall not be a violation of the provisions of this Section 11.3 for Seller Shareholder to own, directly and indirectly, not in excess of one (1%) percent of the total outstanding capital stock of any corporation, engaged in the Business, whose stock is traded on any national stock exchange or the automated quotation system of NASD (NASDAQ), provided Seller Shareholder does not perform any services for, and is n...
Seller Shareholder means a shareholder of Seller as of the Effective Time.
Seller Shareholder means any beneficial holder of outstanding Equity Securities of Seller as of the date hereof.