Transferring Seller definition
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.
Such Transferring Seller, if an individual, is a resident of the state set forth on such Transferring Seller’s signature page hereto.
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 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.
Such Transferring Seller, if an entity, is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of formation.
The Seller shall procure that any Transferring Seller Domain Names that are identified prior to the Closing Date are assigned to a member of the Seller’s Group with effect from the Closing Date on the terms of a Transferring Domain Name Assignment for no additional consideration.
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.
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.
Each Transferring Seller is currently a stockholder of Bear Data Solutions, Inc., a California corporation (“Target”), and is the owner of the number of shares of common stock, having no par value, of Target (the “Target Common Stock”) set forth opposite such Transferring Seller’s name on Exhibit A attached hereto.
Such Transferring Seller understands that the Parent Shares are characterized as “restricted securities” under the U.S. Federal securities Laws inasmuch as they are being acquired from Parent in a transaction not involving a public offering and that under such Laws and applicable regulations, the Parent Shares may be resold without registration under the Securities Act only in certain limited circumstances.