BBP Shares definition
Examples of BBP Shares in a sentence
Such Shareholder is not a party to any option, warrant, purchase right, or other contract or commitment that could require such Shareholder to sell, transfer, or otherwise dispose of any BBP Shares (other than pursuant to this Agreement) or a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any of the BBP Shares.
All of the issued and outstanding BBP Shares have been duly authorized, are validly issued, fully paid, and nonassessable, and are held of record by the shareholders as set forth in Section 5.2 of the Disclosure Schedule.
There are no voting trusts, proxies, or other agreements or understandings with respect to the voting of the BBP Shares.
The allocation of the Purchase Price, calculated as specified above, among the Shareholders in respect of their respective BBP Shares transferred hereunder is set forth on Schedule I hereto.
There are no share certificates representing such Shareholder's BBP Shares set forth in Schedule I, other than the certificates set forth in Schedule I and delivered to Fundtech at the Closing.
All taxes or charges imposed by any Swiss Govermental Authority, and all recording or filing fees, notarial fees or other similar charges payable in Switzerland, with respect to the transfer of the BBP Shares or otherwise on account of this Agreement or the transactions contemplated hereby shall be borne by the Shareholders and shall, to the extent required by law, be withheld from the proceeds payable to the Shareholders.
The BBP Shares owned by each Shareholder are set forth opposite the name of each such Shareholder on Schedule I hereto.
There are no outstanding share certificates representing any BBP Shares other than those listed in Schedule I and delivered to Fundtech at the Closing.
Upon the terms and subject to the conditions of this Agreement, Fundtech agrees to purchase from the Shareholders, and the Shareholders agree to sell, transfer, assign and deliver to Fundtech, at the Closing, all of the BBP Shares.
Such Shareholder holds of record and owns beneficially the number of BBP Shares set forth next to such Shareholder's name in Schedule I, constituting, together with all the other BBP Shares listed in Schedule I, all of the issued and outstanding shares of capital stock of BBP, free and clear of any restrictions on transfer, Taxes, Security Interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.