Stock Seller means the PBM Seller and each other Seller that is an owner of the outstanding shares of any Southern Entity.
Stock Seller shall also be deemed to refer to Asset Seller solely with respect to ZD Market Intelligence Ltd. (Ireland) and ZD Market Intelligence Espana LLC, two of the Companies, and the sale of the share capital therein. The Asset Seller, through ZD Market Intelligence (the "Division"), and the Stock Seller, through its wholly owned corporations, limited liability companies and other companies listed on Exhibit A hereto (each a "Company" and, collectively, the "Companies"), develop, compile and distribute information on installed and planned technology hardware and software purchases and provide customized service solutions utilizing such information (collectively, the "Business"). The parties have agreed upon the sale to Buyer of all of the assets primarily used in the Business as conducted by the Asset Seller and all of the share capital in the Companies, in each case upon the terms and conditions set forth in this Agreement. Accordingly, it is agreed as follows:
Stock Seller s Closing Balance Sheet" and, collectively with the Asset Seller's Closing Balance Sheet, the "Sellers' Closing Balance Sheets"). Based upon the Stock Seller's Closing Balance Sheet, the parties shall determine the Companies' Working Capital (as hereinafter defined). It is the intention of the parties that the Companies' Working Capital shall be zero at the Closing Date. For this purpose, the "Companies' Working Capital" means (a) the sum of prepaid expenses, net accounts receivable and other current assets of the Companies minus (b) the sum of accounts payable, accrued operating expenses, accrued other expenses and other current liabilities of the Companies. Notwithstanding the foregoing, the Companies' Working Capital shall include deferred revenue associated with (i) Database sales and (ii) unexpired customer license agreements (but only to the extent deferred revenue exceeds the balance as of June 30, 1999) but shall not include retention bonuses and severance arrangements set forth on Schedule 4.19(b) or Excluded Assets of the Companies. The Companies' Working Capital and Division's Working Capital are sometimes individually referred to herein as the "Applicable Working Capital", as the context requires.
Examples of Stock Seller in a sentence
In making its decision to acquire the Common Stock, Seller has not relied upon any information other than information contained in this Agreement and in the other Offering Documents.
If a Business Entity is the acting Seller (as named in the First Section) then, a duly appointed Signature Representative of the Stock Seller should sign this document on its behalf.
The Signature Stock Seller must print his or her name after signing this document and, if applicable, record the job title he or she holds with the Entity he or she is entering to this agreement.
It is necessary to establish the manner in which the Stock Seller may submit the payment required to purchase the above stock.
For so long as the Purchaser holds the Seller Preferred Stock, Seller shall continuously hold in reserve sufficient shares of Seller Common Stock to perform its conversion obligations under the terms of the Seller Preferred Stock.
More Definitions of Stock Seller
Stock Seller has the meaning set forth in the preamble to this Agreement.
Stock Seller shall be defined as set forth in the initial paragraph to this Agreement.
Stock Seller means the PBM Seller and each other Seller that is an owner of the outstanding shares of any Southern Entity. (lxiii) a “Subsidiary” of any Person means any other Person of which (i) the first mentioned Person or any subsidiary thereof is a general partner, (ii) voting power to elect a majority of the board of directors or others performing similar functions with respect to such other Person is held by the first mentioned Person and/or by any one or more of its subsidiaries, or (iii) at least 50% of the equity interests of such other Person is, directly or indirectly, owned or controlled by such first mentioned Person and/or by any one or more of its subsidiaries.
Stock Seller means each of such Stock Sellers, individually.
Stock Seller means Janie D'Addio, her successors axx xxrmitted assigns.
Stock Seller means either of them.
Stock Seller and together with Asset Seller, the "Sellers") and Ziff Xxxxx Media Inc. (formerly WS-ZD Acquisition Inc.) ("Buyer"). Capitalized terms used in this letter agreement (the "Letter Agreement") and not otherwise defined shall have the meanings ascribed to such terms in the Purchase Agreement. On the date of this Letter Agreement, the parties hereto are effecting the Closing of the transactions contemplated by the Purchase Agreement. In connection with the Closing, and as a condition thereto, the parties hereto have made certain other agreements and arrangements which the parties wish to set forth in this Letter Agreement. Sellers and Buyer have agreed as follows: