Seller Shares. Buyer or Buyer Sub shall vote or cause to be voted all Seller Shares owned by them directly or indirectly or for which they have voting authority as of the record date for the Seller Meeting in favor of this Agreement and the Merger.
Seller Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Notary shall execute the deed of transfer of the Seller Shares through the notarial deed in the form substantially attached hereto as Exhibit A. Immediately thereafter, the Notary shall transfer the Initial Purchase Price to the Sellers in accordance with the instruction letter from the Notary.
Seller Shares. The names of each of the stockholders of the Seller and the number of shares of stock of the Seller owned by each stockholder are as set forth in Section 3(ab) of the Disclosure Schedule (ac) Certain Business Relationships With the Seller. None of the Shareholders and/or their families has been involved in any business arrangement or relationship with the Seller within the past 12 months, and none of the Shareholders and/or their families owns any asset, tangible or intangible, which is used in the business of the Seller.
Seller Shares. Schedule 3.4 sets forth the name of each Party Shareholder and Non-Party Shareholder and the respective number of Seller Shares owned by such Party Shareholder or Non-Party Shareholder, and their pro rata ownership in the Seller vis a vis each Party Shareholder and Non-Party Shareholder (the “Shareholder Pro Rata Share”), all as of the Closing Date. The Non-Party Shareholders and the Party Shareholders together hold of record and own beneficially all of the issued and outstanding equity interests of the Seller.
Seller Shares. The Seller Stockholder holds of record the number of Seller Shares set forth next to his, her or its name on Section 3.1.4 of the Disclosure Schedule.
Seller Shares. Each Seller Shareholder holds of record the number of shares of issued and outstanding capital stock of the Seller set forth next to such Seller Shareholder's name shown on Schedule 2.6 to this Agreement.
Seller Shares. Certificate(s) evidencing all of the Seller ------------- Shares, endorsed for transfer to the Buyer;
Seller Shares. Buyer is the sole record and beneficial owner of the Seller Shares and owns such Seller Shares free and clear of all Liens. The Seller Shares constitute all shares of common stock of Seller owned beneficially or of record by Buyer. The delivery of the Seller Shares to Seller pursuant to Section 3.3 will vest in Seller good and valid title to the Seller Shares, free of any adverse claim.
Seller Shares. The Seller Shares to be purchased by Buyer hereunder will be acquired for investment for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing the same.
Seller Shares. Seller represents that upon delivery of the Seller Shares at Closing, the Seller Shares shall be validly issued (including issued in compliance with all applicable state and federal securities laws), fully paid and nonassessable and free of any preemptive rights, but will be subject to any restrictions imposed by securities laws and the Voting Agreement. The Seller has full legal right to issue the Seller Shares to the Buyers and will, upon delivery of the Seller Shares to the Buyers pursuant to the terms hereof, transfer to the Buyers good and valid title to the Seller Shares free and clear of all liens, security interests, claims, charges, encumbrances, rights, options to purchase, voting trusts or other voting agreements (except for the Voting Agreement) and calls and commitments of every kind affecting the Seller Shares.
