Selling Persons definition

Selling Persons is defined in the introduction to this Agreement.
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Selling Persons has means the applicable entity and/or the owners of the applicable entity which are entitled to receive the Net Proceeds in connection with an Exit Event.
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Selling Persons means, collectively, the Seller, any of its Affiliates or the Seller’s (or any such Affiliate’s) licensees or sublicensees (excluding wholesalers and distributors) (and each, individually, a “Selling Person”).
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Examples of Selling Persons in a sentence

  • Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason.

  • Alvogen shall, and shall cause other Selling Persons to, maintain complete and accurate books and records, in sufficient detail to confirm the accuracy of payments and costs with respect to payments under this Agreement (the “Product Financial Records”).

  • In the event either Selling Persons or Buyer shall receive a request for additional information or documentary material from the DOJ or the FTC, Buyer shall be primarily responsible for promptly responding to and complying with such request; provided, however, that Selling Persons shall promptly notify Buyer of any request they may receive and shall provide Buyer with all information and documentary materials as are necessary to respond to the request.

  • Purchaser and the Selling Persons will allocate the Purchase Price and Assumed Liabilities among the Transferred Assets for Tax purposes as specified on Schedule 11.1. The Parties covenant and agree that (a) the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation and (b) the Parties will promptly advise each other regarding the existence of any tax audit, controversy or litigation related to such allocation.

  • Seller and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Seller and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).

  • Selling Persons agree that they are responsible for paying, or for causing the Keys Group to pay prior to the Closing, all of the severance payments due to employees of the Keys Group as a direct result of the consummation of the transactions set forth in this Agreement, including, without limitation, the $3,904,778 to be divided among the persons set forth on Schedule 2.5 hereto as determined by the Keys Group prior to Closing (“Severance Payments”).

  • With respect to any Unsatisfied Orders, all accounts receivable of Seller or any Retained Affiliate and other rights of the Selling Persons to receive payment and all rights in respect of prepaid items with respect to such Unsatisfied Orders, however evidenced, whether by notes, instruments, chattel paper or otherwise, in each case, existing as of the close of business on the Closing Date.

  • The relationship between Selling Persons and Buyer established by this Agreement is solely that of vendor and vendee and nothing contained herein shall be deemed to create a joint venture or other fiduciary relationship between Selling Persons and Buyer.

  • The composition of the Board is in conformity with Regulation 17 of the SEBI Listing Regulations read with Section 149 and 152 of the Act.

  • Purchaser will make Purchase Price payments to U.S. Selling Persons in U.S. dollars and will make Purchase Price payments to non-U.S. Selling Persons in the functional currency of such Selling Persons.

Related to Selling Persons

  • Controlling Persons means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

  • Selling Parties has the meaning assigned to such term in the Preamble.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Selling Holder Indemnified Persons has the meaning specified in Section 2.08(a).

  • Selling Shareholders has the meaning set forth in Section 5.6(a)(i).

  • Specified Persons means the Directors, connected persons, the insiders, the Designated Employees and the promoters and immediate relatives are collectively referred to as Specified Persons.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Investor Parties has the meaning set forth in the Preamble.

  • Selling Partner has the meaning set forth in Section 8.5.

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Indemnifying Persons means and includes the Seller Indemnifying Persons and/or the Purchaser Indemnifying Persons, as the case may be.

  • Purchasers is defined in Section 12.3.1.

  • Purchaser Personnel means the Purchasers’, and each Purchaser’s Affiliates’, officers, directors (or their equivalent), employees, agents, and contractors of any kind.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Buyer Parties means Buyer, Owner, the Lenders and each of their Affiliates and all of their respective directors, officers, agents, advisors, engineers, contractors, consultants, representatives, assigns, employees and any other Person acting on behalf of any of them or in representation, interest, benefit thereto.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.