Share Seller definition

Share Seller means, in relation to each of the Companies referred to in column (2) of Part 1 of Schedule 1, the company whose name is set out opposite that Company in column (1);

Share Seller means Glaxo Group Limited, a company incorporated in England and Wales with registered number 00305979;

Share Seller means, in relation to each of the Companies and Minority Interest Entities referred to in column (2) of Schedule 1, the company whose name is set out opposite that Company or Minority Interest Entity in column (1);

Examples of Share Seller in a sentence

• The Seller and each Share Seller and Business Seller is validly existing and is a company duly incorporated and registered under the law of its jurisdiction of incorporation.

• The Seller and each Share Seller and Business Seller has the legal right and full power and authority to enter into and perform this Agreement, any Ancillary Agreement to which it is a party and any other documents to be executed by it pursuant to or in connection with this Agreement or any Ancillary Agreement.

• Notwithstanding anything herein to the contrary, Buyer and Seller agree that for purposes of the Purchase Price Allocation and the Final Purchase Price Allocation, no amount of the Buyer Stock Consideration shall be allocated to any FH Share Seller or FH Asset Seller that is not (a) a member of Seller’s U.S. consolidated group or (b) an entity disregarded as separate from a member of Seller’s U.S. consolidated group, in each case as determined for U.S. federal income tax purposes.

• Upon the terms and subject to the conditions of this Agreement, on the Closing Date, (a) Buyer shall assume the Assumed Liabilities (other than Assumed Liabilities that are Liabilities solely of the Transferred FH Companies or their Closing Subsidiaries) and (b) Seller, the applicable FH Share Seller or one of its Affiliates shall assume all Retained Liabilities of any Transferred FH Companies or their Closing Subsidiaries.

• Except for those entities set forth in Section 3.17 of the Seller’s Disclosure Letter, the fees of which will be paid by Seller, in connection with the transactions contemplated by this Agreement, none of Seller, the Transferred FH Companies or their Closing Subsidiaries will incur, any brokerage, finders’ or similar fee for which Buyer, any FH Share Seller, any FH Asset Seller or the Transferred FH Companies or their Closing Subsidiaries are or will be liable.

More Definitions of Share Seller

Share Seller means, in relation to each of the Companies referred to in column (2) of Part 1 of Schedule 1, the company whose name is set out opposite that Company in column (1) of Part 1 of Schedule 1;

Share Seller means each of Integrity Delaware Holdco, Inc., a Delaware corporation, and Weatherford U.S., L.P., a Louisiana limited partnership.

Share Seller means, in relation to the Shares in Annex 1 (Details Regarding Sellers, Shares, and Purchasers, etc.), the member of the Sellers’ Group whose name is set forth opposite such Shares as Share Seller in Column (2) thereof;

Share Seller means, in relation to the Company, Novartis Pharma AG, as set out in Appendix 1;

Share Seller means, in relation to the Shares set forth in Part 1 (Details of the Share Seller, Shares, etc.) of Annex 1 (Details Regarding Shares and Sale Assets), the member of the Sellers’ Group whose name is set forth against those Shares as seller;

Share Seller means each of the entities listed as a seller of Sale Shares in column 1 of Part A of Schedule 1 (Sellers and Sale Shares, Sale Businesses and Cross-Group Loans);

Share Seller has the meaning set forth in the initial paragraph of this Agreement.