Beneficial Seller definition

Beneficial Seller has the meaning set forth in the Recitals.
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Beneficial Seller means Xx Xxxxxx Xxxxxx;
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Beneficial Seller and “Beneficial Sellers” are defined in the preamble of this Agreement.
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Examples of Beneficial Seller in a sentence

  • Except as set forth on Section 4.3 of the Disclosure Schedule, there is no action, suit, claim, litigation, investigation, arbitration, or proceeding of any nature pending, or, to the knowledge of any Beneficial Seller, threatened, against any Beneficial Seller that seeks to restrain or enjoin the consummation of the Transactions.

  • Any amounts payable hereunder in shares of Purchaser Common Stock to any Beneficial Seller shall be rounded down to the nearest whole share of Purchaser Common Stock.

  • Except for the representations and warranties contained in this Article IV, neither the Beneficial Sellers nor any of their respective representatives has made or makes any other express or implied representation or warranty, either written or oral, with respect to any Beneficial Seller, or any representation or warranty arising from statute or otherwise at law with respect to any Beneficial Seller.

  • Jxx Xxxxxxxxxx (the “Indirect Beneficial Seller”), hereby absolutely, irrevocably and unconditionally guarantees, and agrees to cause A2 Realty Group, LLC, a Beneficial Seller (the “Entity Beneficial Seller”), to duly and punctually satisfy, all of Entity Beneficial Seller’s payment and performance obligations and covenants under this Agreement, as and when due pursuant to the terms of this Agreement.

  • Such Beneficial Seller has received or has had full access to all the information that such Beneficial Seller considers necessary or appropriate to make an informed investment decision regarding whether to enter into this Agreement and the Ancillary Agreements such Beneficial Seller is entering into.

  • Such Beneficial Seller (together with the Beneficial Seller’s financial, tax or other advisers) has such knowledge and experience in financial and business matters as to enable the Beneficial Seller to evaluate independently, and the Beneficial Seller has evaluated independently, the merits and risks of participating in the Transactions.

  • If the Entity Beneficial Seller fails or refuses to pay any of the any obligations payable by Entity Beneficial Seller pursuant to this Agreement, Indirect Beneficial Seller shall immediately pay, or cause to be paid, such amounts free and clear of any deduction, offset, defense, claim or counterclaim of any kind.

  • This guaranty may not be revoked or terminated and shall remain in full force and effect without interruption and shall be binding on the Indirect Beneficial Seller and his successors and assigns until all obligations in accordance with this Section 10.14 have been fully satisfied.


More Definitions of Beneficial Seller

Beneficial Seller means a Seller listed in Part I of Schedule 9, being a person who at Completion holds beneficial interest in one or more Sale Shares.
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Beneficial Seller means each of the Persons set forth on Exhibit A under the heading “Beneficial Seller”.
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Related to Beneficial Seller

  • Beneficial shareholder means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder.

  • Beneficial Holder A Person holding a beneficial interest in any Book-Entry Certificate as or through a DTC Participant or an Indirect DTC Participant or a Person holding a beneficial interest in any Definitive Certificate.

  • Beneficial Shareholders means shareholders who do not hold Shares in their own name and “intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

  • Beneficial use means the right to possession, use, and enjoyment of property, limited only by encumbrances, easements, and restrictions of record.

  • Transferor Any Person who is disposing by Transfer of any Ownership Interest in a Certificate.

  • Transferors means the entities acting as Transferors under the Pooling and Servicing Agreement.

  • TAFR LLC means Toyota Auto Finance Receivables LLC, a Delaware limited liability company, or its successors.

  • Transferor Company means a company that conveys an interest in shares.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to profit, or share in any profit derived from, a transaction in the subject Securities. A Covered Person is deemed to have a Beneficial Interest in Securities owned by members of his or her Immediate Family. Common examples of Beneficial Interest include joint accounts, spousal accounts, UTMA accounts, partnerships, trusts and controlling interests in corporations. Any uncertainty as to whether a Covered Person has a Beneficial Interest in a Security should be brought to the attention of the Compliance Officer. Such questions will be resolved in accordance with, and this definition shall be subject to, the definition of “beneficial owner” found in Rules 16a-1(a)(2) and (5) promulgated under the Securities Exchange Act of 1934.

  • Beneficial Ownership Certification means a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

  • Beneficial Owners means Persons who Beneficially Own the referenced securities.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Beneficial Owner and “Beneficial Ownership” shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect on the date hereof.