Restricted Seller definition

Restricted Seller has the meaning set forth in Section 2.2.3(b).

Restricted Seller shall have the meaning set forth in Section 7.15.

Restricted Seller has the meaning set forth in Section 5.26(b).

Examples of Restricted Seller in a sentence

• Notwithstanding Section 1.01(d) and Section 1.03, neither this Agreement nor the Assignment and Assumption Agreement shall constitute an assignment or assumption of the Restricted Seller Contracts unless and until a Consent is obtained.

• Prior to the Applicable Vesting Date, and notwithstanding anything set forth in the Shareholder Agreement to the contrary, the Restricted Seller may not transfer, pledge, mortgage, charge or otherwise dispose of or encumber, or grant any option or right over, any unvested Restricted Shares, whether voluntarily or involuntarily, by operation of law or otherwise; provided that nothing herein shall restrict Parent from exercising the drag-along rights set forth in Section 2.3 of the Shareholder Agreement.

• Notwithstanding the foregoing, the Parent agrees that the Restricted Seller shall, if the shares in the Parent are listed for public trading on a stock exchange or an authorized market, be entitled to transfer the Restricted Shares to an endowment insurance (Sw. kapitalförsäkring) held by the Restricted Seller.

• For purposes of this Agreement, a "Restricted Seller Employee" shall mean any person who was an employee of Seller or American Meter on the Closing Date who did not receive an employment offer from Purchaser within 60 business days following the Closing Date and accept such offer.

• The Restricted Seller acknowledges and agrees that, effective as of the Closing Date, the Restricted Seller has no right, title or interest in or to any of the Shares [or Warrants], all of which were transferred to Parent and an affiliate of Parent on the Closing Date.

More Definitions of Restricted Seller

Restricted Seller means Antti Sivula and each Key Employee.

Restricted Seller has the meaning set forth in Section 5.24(b). “Restricted Technical Records” means the Livelink database or any other similar database containing only all necessary documents with respect to the technical aspects of

Restricted Seller shall have the meaning set forth in the Preamble “Restricted Seller Transfer Notice” shall have the meaning set forth in Section 2.1 “Restricted Seller Transfer Shares” shall have the meaning set forth in Section 2.1 “Rule 144” shall mean Rule 144 promulgated under the U.S Securities Act of 1933, as amended from time to time “Sale Transaction” shall have the meaning set forth in Section 4. “SEC” shall mean the U S Securities and Exchange Commission as constituted from time to time “Second Preferred Transfer Notice” shall have the meaning set forth in Section 2A.6 “Selling Shareholders” shall have the meaning set forth in Section 4 “Series A Investors” shall mean, collectively Granite, Granite QP, JAFCO, Intel and IFC in their capacities as parties to the Series A Purchase Agreement “Series A Preferred Shares” shall mean the Company’s Series A Preferred Shares US$0 0001 par value per share. “Series A-1 Preferred Shares” shall mean the Company’s Series A-1 Preferred Shares US$00001 par value per share. “Series A-1 Preferred Warrants” shall mean the warrants for the purchase of up to 36,000,000 Series A-1 Preferred Shares issued to certain of the Series A Investors on June 28, 2004 and October 18, 2004 “Series B Investors” shall mean, collectively, Granite, Granite QP, Granite II, GGV II, JAFCO, Intel, IFC, Sumitomo, Mitsubishi, DFJLP, DFJ GmbH, and DFJ Partners, in their capacities as parties to the Series B Purchase Agreement. “Series B Preferred Shares” shall mean the Company’s Series B Preferred Shares, U S $0 0001 par value per share “Series C Preferred Shares” shall mean the Company’s Series C Preferred Shares, U S $0 0001 par value per share “Shares” shall mean all Preferred Shares and all Common Shares and any other Issued and outstanding shares of any class or series of the Company now owned or subsequently acquired by any shareholder “Trade Sale” shall have the meaning set forth in Section 4. “Transaction Agreements” shall mean this Agreement, the Series C Purchase Agreement and the Investors’ Rights Agreement “Transfer Shares” shall mean Restricted Seller Transfer Shares and/or Preferred Transfer Shares as the context requires. “Transferring Party” shall have the meaning set forth in Section 5.1 “Warrant Securities” shall mean the Series A-1 Preferred Warrants and the Warrant Shares. “Warrant Shares” shall mean the Series A-1 Preferred Shares assumable or issued upon exercise of the Series A-1 Preferred Warrants Any capitalized terms used but not o...

Restricted Seller means Xxxxx Xxxxxx and each Key Employee.

Restricted Seller has the meaning given to that term in Clause 7.1 (Insolvency Proceedings);

Restricted Seller has the meaning set forth in Section 6.07(a). “Review Period” has the meaning set forth in Section 2.04(c)(i). “Sales and Use Taxes” means any sales, use or value added Taxes arising with respect to sales or leases made, or services provided, by any Heartland Company with respect to any Pre- Closing Tax Period. “Sales and Use Tax Return” means all Tax Returns related to any Sales and Use Taxes. “Securities” has the meaning set forth in the recitals. “Seller Accountants” means Forvis LLP. “Seller Fundamental Representations” means the representations and warranties in Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.25, Section 4.01, Section 4.02, Section 4.03, Section 4.04 and Section 4.05. “Seller Indemnitees” has the meaning set forth in Section 9.04. “Seller Releasing Parties” has the meaning set forth in Section 12.11. “Seller Representative” has the meaning set forth in Section 11.01.

Restricted Seller means Xxxxxx Xxxxxx Restricted Service means: