EDS Shares definition

EDS Shares means all the issued and outstanding shares and other equity interests in Huntsman Performance Products Spain, S.L. and all the issued and outstanding shares and other equity interests held by the Seller in Huntsman Saint-Mihiel S.A.S.
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Examples of EDS Shares in a sentence

  • At the Closing, the EDS Stockholder will convey to UBDE good and marketable title to EDS Shares, free and clear of any security interests, liens, adverse claims, encumbrances, equities, proxies, options, stockholders’ agreements or restrictions.

  • The EDS Stockholder owns, beneficially and of record, good and marketable title to EDS Shares free and clear of all security interests, liens, adverse claims, encumbrances, equities, proxies, options or stockholders’ agreements.

  • The Beneficiary hereby irrevocably undertakes to repay such loan on the Exercise Date by selling to Paradigm a number of EDS Shares, whose aggregate value, as determined pursuant to Section 4.3 below, shall be equal to the amount of the subscription price paid by Paradigm to EDS on behalf of the Beneficiary in connection with the exercise of his/her EDS Options.

  • Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) EDS Stockholder will sell, convey, assign, transfer and deliver to UBDE one or more stock certificates representing EDS Shares held by EDS Stockholder, aggregating 1,000 shares, and as consideration for the acquisition of EDS Shares, UBDE will issue to EDS Stockholder, in exchange for such EDS Stockholder’s EDS Shares, cash in the amount of $25,000 (“Cash Payment”).

  • The EDS Stockholder acknowledges that EDS Shares will not be registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, that EDS Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations EDS Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.

  • The aggregate purchase price to be paid by the Purchaser to the Seller in consideration for the EDS Shares and the EDS Assets shall be an amount in cash equal to the Purchase Price, in addition to assumption or retention of the EDS Liabilities pursuant to Clause 2.4.

  • The EDS Shares being transferred pursuant to this Agreement at Closing will be fully paid and non-assessable.

  • In any event, the Beneficiary expressly acknowledges that in such an event he shall not be entitled to request the issue by Paradigm of Convertible Subordinated Debentures as part of the consideration for the EDS Shares hereunder.