Examples of Target Group Company in a sentence
The Buyer shall transfer the Withheld Tax Amount to the relevant Target Group Company for processing through the payroll system of such Target Group Company and only the excess of such Seller’s Closing Cash Consideration over the Withheld Tax Amount, if any, shall be paid to such Seller in accordance with Section 2.3(a).
Except for the Relevant Existing Agreements, there are no preemptive rights in respect of any Sale Equity Interests, and none of the Sale Equity Interests have been issued in violation of any preemptive rights or other rights to subscribe for or purchase securities of any Target Group Company.
In respect of each KPI Stockholder only, an amount shall be withheld by the Buyer from such Seller’s Closing Cash Consideration to the extent sufficient to satisfy the tax withholding obligations of the relevant Target Group Company in respect of the vesting of such Seller’s KPI Restricted Stock (“Withheld Tax Amount”).
For the avoidance of doubt, in the event that the Withheld Tax Amount exceeds a Seller’s Closing Cash Consideration, the relevant KPI Stockholder shall reimburse such shortfall on the Withheld Tax Amount to the relevant Target Group Company and the Buyer shall have no liability or responsibility to increase the proportion of the consideration payable in cash.
Such Sale Equity Interests are duly authorized, validly issued and outstanding and have been issued in compliance in all material respects with: (i) all applicable Laws and (ii) the organizational documents and applicable Contracts of the relevant Target Group Company.