Transferring Seller definition

Transferring Seller has the meaning set forth in Section 3.2.
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Transferring Seller means a Subject Seller that Transferred any of its Merger Consideration Shares in accordance with Section ‎2(b) or Transferred any of its Holdings Common Interests or Holdings Management Units in accordance with Section ‎2(a).
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Transferring Seller means any of Jxxxxx X. XxXxxxxxx as Trustee U/A dated February 6, 1998 f/b/o Jxxxxx X. XxXxxxxxx, Jxxxxx X. XxXxxxxxx as Trustee of the Jxxxxx X. XxXxxxxxx 2002 Irrevocable Trust dated October 14, 2002, Exxx X. Xxxxxxxx, Dxxxxx X. Xxxxxxx as Trustee of the Dxxxxx X. Xxxxxxx Revocable Trust dated March 26, 1999, Dxxxxx X. Xxxxxxx as Trustee of the Dxxxxx Xxxxxxx 2002 Irrevocable Trust dated September 24, 2002, and Dxx X. Xxxxxxx as Trustee U/A dated October 20, 1997 f/b/o Dxx X. Xxxxxxx.
Sample 1

Examples of Transferring Seller in a sentence

  • The consideration to be received by the Tag-Along Party shall be the same form and amount of consideration per Tag-Along Security to be received by the Transferring Seller, and the terms and conditions of the Tag-Along Sale shall be the same as those upon which the Transferring Seller sells its Tag-Along Securities.

  • Without limiting the generality of the foregoing, in connection with the consummation of the Merger, each Transferring Seller and Parent shall have the right to specifically enforce the Exchange.

  • Subject to any restrictions on Transfer under applicable Law, each Transferring Seller agrees that it will not Transfer, in the aggregate, in excess of 25% of the Parent Shares issued to such Transferring Seller pursuant to this Agreement prior to the close of trading on the one-year anniversary of the Exchange Effective Time.

  • Such Transferring Seller understands that the Parent Shares have not been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Transferring Seller’s representations as expressed in this Section 1(b)(vi).

  • Such Transferring Seller owns beneficially and of record the number of shares of Target Common Stock set forth opposite such Transferring Seller’s name on Exhibit A, free and clear of all Liens other than restrictions on transfer generally arising under applicable securities Laws.

  • Such Transferring Seller, if an entity, is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of organization.

  • No such Transferring Seller is in breach of any of its Organizational Documents.

  • No certificates for fractional interests in Buyer’s common stock will be issued; in lieu thereof, each Transferring Seller otherwise entitled to a fractional interest after taking into account all shares to be received by such Transferring Seller will receive an amount in cash equal to the value of such fractional interest and will have no other rights with respect to such fractional interest.

  • Such Transferring Seller has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

  • Xxxxxxxxx If to any Transferring Seller: To the address set forth opposite such Transferring Seller’s signature on the signature pages hereto.


More Definitions of Transferring Seller

Transferring Seller has the meaning set forth in Section 2.7(d)(i).
Sample 1
Transferring Seller has the meaning set forth in the Purchase Agreement.
Sample 1
Transferring Seller means a Seller that Transferred any of its Shares in accordance with Section 2.01(b) or Transferred Oxygen Common Interests, Oxygen Options, Oxygen Profits Interests or Oxygen Converted Common Interests in accordance with Section 2.01(a).
Sample 1

Related to Transferring Seller

  • Transferring Stockholder has the meaning assigned to such term in Section 3.4(a).

  • Drag-Along Sellers shall have the meaning set forth in Section 4.2.1.

  • Transferring Shareholder has the meaning set out in Section 6.1; and

  • Tag-Along Seller has the meaning set forth in Section 8.5(b).

  • Transferring Member has the meaning set forth in Section 9.4.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Tag or “RFID tag” means the unique identification number or Radio Frequency Identification (RFID) issued to a licensee by the agency for tracking, identifying and verifying marihuana plants, marihuana products, and packages of marihuana product in the statewide monitoring system.

  • Proposed Transferee has the meaning set forth in Section 2.4(a).

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

  • Transferring Party has the meaning given such term in Section 5.2(b).

  • Transfer Shares has the meaning ascribed to such term in Section 6.2(a)

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

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

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Purchasing Member means a municipal utility which purchases electricity from a municipal electric cooperative association of which it is a member.

  • 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.

  • Disposing Member is defined in Section 4.1.

  • Direct seller means a person selling consumer products to individuals for personal or household use and not from a fixed retail location, including selling such product at in-home product demonstrations, parties, and other one-on-one selling.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Proposed Sale has the meaning set forth in Section 2.4(a).

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Proposed Transfer means any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders or Investors.

  • 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.

  • Sale Notice has the meaning set forth in Section 3.04(b).