Other Seller Payments definition

Other Seller Payments has the meaning set forth in Section 2.9(a).
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Other Seller Payments means any additional cash amounts (without interest) payable from time to time to the Participating Stockholders and Optionholders pursuant to Section 1.10(e) and Section 9.13(b) or any other funds payable to the Sellers hereunder after the Closing Date.
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Other Seller Payments means all amounts payable, or that become payable, to the Sellers under this Agreement after the Effective Time, including, if applicable, any amounts payable to the Sellers on account of the Escrow Amount.
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Examples of Other Seller Payments in a sentence

  • At the Effective Time, all Common Stock will cease to exist and each share of Common Stock outstanding immediately prior to the Effective Time (including any Stock Certificate that prior to the Effective Time represented such shares of Common Stock) shall be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the applicable portion of the Merger Consideration as provided in Section 1.6(b) and of the Other Seller Payments as provided in Section 1.11.

  • In order to facilitate the payment of any Other Seller Payments pursuant to this Agreement, such funds shall be paid to an account designated by the Paying Agent (on behalf of the Sellers) for distribution to the Sellers entitled thereto on a pro rata basis (based on each Seller’s Pro Rata Share), subject to such Sellers delivering to Parent a duly completed and executed Letter of Transmittal and Surrendered Certificate(s) prior to such time.

  • Parent shall have the right to offset the amount owed by the Sellers’ pursuant to this Section 10.3 for one-half of any Transfer Taxes against any amounts owed to the Sellers pursuant to this Agreement, including any portion of the Total Closing Merger Consideration, any Other Seller Payments and any Earnout Shares (or Cash Earnout Payment).

  • From and after the Effective Time, each Stock Certificate theretofore representing shares of Common Stock, the Company Options and the Company Warrant shall from and after the Effective Time represent for all purposes only the right to receive a portion of the Merger Consideration as described herein and such Other Seller Payments as described herein.


More Definitions of Other Seller Payments

Other Seller Payments means any additional cash amounts (without interest) payable from time to time to the Participating Stockholders and Optionholders pursuant to S ection 1.10(e) and S ection 9.13(b) or any other funds payable to the Sellers hereunder after the Closing Date.
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Related to Other Seller Payments

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Seller Agreements means those agreements between Seller and third parties, including Artists and/or PRO, wherein Seller is entitled to receive the Percentage Interest of all Assets.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Seller Transaction Expenses means all unpaid fees, costs, charges, expenses, obligations, payments and awards that are incurred by the Sellers or their Affiliates in connection with, relating to or arising out of the preparation, negotiation, execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, including all Taxes.

  • Closing Date Purchase Price shall have the meaning set forth in Section 2.1 hereof.

  • Seller Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Seller under this Agreement or in connection herewith.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Receivables Purchase Price means $1,652,997,849.97.

  • Seller Ancillary Documents means any agreement or other instrument, other than this Agreement, but including the Commercial Agreements, to be executed and delivered by a Seller or an Affiliate thereof in connection with the transactions contemplated hereby.

  • Earn-Out Payments has the meaning set forth in Section 2.3(a).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Seller has the meaning set forth in the Preamble.

  • Seller Taxes has the meaning set forth in Section 11.1(f).

  • Seller Party means Seller, any Affiliates of Seller, any direct or indirect subcontractors of Seller or its Affiliates and any of such subcontractors' Affiliates.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Earnout Payments has the meaning set forth in Section 2.2(a).

  • Seller Parties has the meaning set forth in the preamble to this Agreement.

  • Seller Affiliate means any Affiliate of Seller.

  • Seller Damages shall have the meaning given to such term in Section 14.3.

  • Shared Contracts means contracts pursuant to which a non-affiliated third party provides material services, Intellectual Property, Software or benefits to Seller or one or more of its Affiliates (including the Acquired Companies) in respect of both the Business and any other business of Seller and its Affiliates (other than the Acquired Companies).

  • Mortgage Loan Purchase Price The price, calculated as set forth in Section 10.01, to be paid in connection with the repurchase of the Mortgage Loans pursuant to Section 10.01.

  • Receivables Purchase Facility means any securitization facility made available to the Borrower or any of its Subsidiaries, pursuant to which receivables of the Borrower or any of its Subsidiaries are transferred to one or more SPCs, and thereafter to certain investors, pursuant to the terms and conditions of the Receivables Purchase Documents.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered included in Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Transferred Entities means the entities set forth on Schedule 1.9.