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 has the meaning set forth in the Purchase Agreement.
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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.

  • 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 is acquiring the Parent Shares for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof, and has no present intention of selling, granting any participation in or otherwise distributing the same in violation of the Securities Act, this Agreement, or any other applicable securities Laws.

  • Subject to the terms and conditions set forth herein, including the prior consummation of the Brink Acquisition and the Ancillary Transactions, at the Closing, each Transferring Seller shall sell to the Buyer, and the Buyer shall purchase from each Transferring Seller, all Purchased Company Securities owned by such Transferring Seller.

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

  • Such Transferring Seller acknowledges that no other party hereto nor any Affiliate or representative of such party has made any representation, express or implied, with respect to the accuracy, completeness or adequacy of any available information except or to the extent such information is covered by the representations and warranties contained herein.

  • Such Transferring Seller has had the opportunity to consult its own Tax advisors with respect to the Tax consequences to such Transferring Seller of the purchase, receipt or ownership of the Parent Shares, including the Tax consequences under Federal, state, local, and other Tax Laws of the United States or any other country and the possible effects of changes in such Tax Laws.

  • Such Transferring Seller is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions.

  • 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.

  • The Sellers’ Group shall have no further liability or obligations and shall incur no further expenses in respect of the Transferring Seller Group Plan in respect of the period on or after Completion.


More Definitions of Transferring Seller

Transferring Seller has the meaning set forth in Section 2.7(d)(i).
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).
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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.
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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 forth in Section 5.2(a).

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

  • Transferring Member shall have the meaning set forth in Section 7.2(a).

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

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Shares or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Shares.

  • 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 shall have the meaning set forth herein in Section 2.2(a).

  • 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 has the meaning set forth in Section 9.2(c).

  • 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 shall have the meaning set forth in Section 4.2(a).

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • 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 Stockholders.

  • 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 9.18(b).