Seller 3 Shares definition

Seller 3 Shares has the meaning as defined in the recitals of this Agreement.
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Seller 3 Shares has the meaning set out in the Background under lit. (B). Share Certificate has the meaning set out in the Background under lit. (A). Shares has the meaning set out in the Background under lit. (B). Signing Date means the date on which this Agreement is signed by all Parties. Straddle Period has the meaning set out in Clause 9.2(a). Subsidiary or Subsidiaries has the meaning set out in the Background under lit. (D). Targeted Closing Date has the meaning set out in Clause 6.1. Tax means any (i) tax (Steuern) within the meaning of Section 3 of the German Tax Code (Abgabenordnung – AO) or equivalent taxes under the laws of any other jurisdiction, (ii) social security contributions (Sozialversicherungsbeiträge) or similar public social security contributions under the laws of any jurisdiction, customs duties (Zölle) and any other public fees and charges (sonstige Gebühren und Abgaben), (iii) any taxes to be withheld or paid for the account of a third party (Steuerabzugsbeträge), such as (in particular, but not limited to) capital withholding or wage tax (Kapitalertrag- und Lohnsteuer) and any taxes imposed as a secondary liability (Steuerhaftungsbeträge), as well as (iv) any penalties or administrative fines for non-adequate and/or non-proper documentation of intra-group transactions and transfer prices, in each case (A) together with any ancillary charges (steuerliche Nebenleistungen) in the meaning of Section 3 para. 4 of the German Tax Code Page 12 of 64 2813477 SV\1613529.24 (Abgabenordnung – AO) (including any penalties and fines e.g. due to late or inadequate filing of a Tax Return, interest, late payment fees, costs or additions thereto) or equivalent ancillary charges under the laws of any other jurisdiction, and (B) irrespective whether imposed under the laws of Germany or any other jurisdiction by a Tax Authority, in any aforementioned case imposed by any Tax Authority or payable under any contractual arrangement, but excluding, in any aforementioned case, for the avoidance of doubt, deferred taxes and notional losses (such as reductions of loss carry forwards or future depreciation). Tax Authority means any competent governmental authority or public body which charges, administers or collects Taxes. Tax Benefit has the meaning set out in Clause 9.2(b)(vii). Tax Guarantees has the meaning set out in Clause 9.1. Tax Indemnification Claim has the meaning set out in Clause 9.2(a). Tax Refund has the meaning set out in Clause 9.3(a). Tax Return(s) means ...
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Seller 3 Shares has the meaning set out in the Background under lit. (B).
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Examples of Seller 3 Shares in a sentence

  • Upon the terms and subject to the conditions set forth in this Agreement, Seller 1 hereby sells to Purchaser and Purchaser hereby purchases from Seller 1, the Seller 1 Shares, Seller 2 hereby sells to Purchaser and Purchaser hereby purchases from Seller 2, the Seller 2 Shares, and Seller 3 hereby sells to Purchaser and Purchaser hereby purchases from Seller 3, the Seller 3 Shares.

  • At Closing (as defined in Section 4.1), Seller 1 shall assign and transfer to Purchaser the Seller 1 Shares, Seller 2 shall assign and transfer to Purchaser the Seller 2 Shares, and Seller 3 shall assign and transfer to Purchaser the Seller 3 Shares, in each case in accordance with Section 4.4.

  • By written declarations, copies of which are attached hereto as Annex 3.3, the Vifes of Seller 2 and Seller 3 agreed in accordance with section 1365 BGB to this Agreement and the sale and transfer of the Seller 2 Share and the sale and transfer of the Seller 3 Shares, respectively.

  • Transfer of SharesProvided that the Purchase Price as defined in Section 5.2 is paid pursuant to Section 5.4, each Seller separately and individually as individual obligor ( Einzelschuldner) hereby assigns and transfers the Shares to the Share Purchaser as follows: The Seller 1 assigns and transfers to the Share Purchaser the Seller 1 Shares, the Seller 2 assigns and transfers to the Share Purchaser the Seller 2 Share and the Seller 3 assigns and transfers to the Share Purchaser the Seller 3 Shares.

  • Purchaser hereby purchases the Seller 3 Shares from Seller 3 and undertakes to accept the assignment thereof in accordance with the foregoing sentence.

  • Upon the terms and subject to the conditions set forth in this Agreement, with economic effect as of the Effective Date, the Seller 3 hereby sells the Seller 3 Shares to the Buyer and the Buyer hereby purchases the Seller 3 Shares from the Seller 3.

  • Sale of SharesEach Seller separately and individually as individual obligor ( Einzelschuldner) hereby sells (verkaufen) upon the terms and subject to the conditions of this Agreement the Shares to the Share Purchaser as follows: The Seller 1 sells to the Share Purchaser the Seller 1 Shares, the Seller 2 sells to the Share Purchaser the Seller 2 Share and the Seller 3 sells to the Share Purchaser the Seller 3 Shares.

  • Subject to Clause 2.2.6, the Seller 3 hereby transfers and assigns the Seller 3 Shares to the Buyer and the Buyer hereby accepts such transfer and assignment of the Seller 3 Shares.


More Definitions of Seller 3 Shares

Seller 3 Shares shall bear the meaning given to such term in Section 2.3;
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Related to Seller 3 Shares

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Company Shares has the meaning set forth in the Recitals.

  • Sold Shares shall have the meaning specified in Section 6.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Purchased Shares has the meaning set forth in Section 2.01.

  • Closing Shares shall have the meaning ascribed to such term in Section 2.1(a)(i).

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Merger Shares has the meaning set forth in Section 2.2(c).

  • Acquired Shares has the meaning set forth in the Recitals.

  • Target Shares means common shares in the capital of Target, as currently constituted;

  • Acquisition Shares means the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Coop Shares Shares issued by a Cooperative Corporation.

  • Newco Shares means the common shares in the capital of Newco;

  • Buyer Stock means the common stock, par value $0.001 per share, of Buyer.

  • Sale Shares has the meaning ascribed to it at Recital (A).

  • Company Shareholders means the registered or beneficial holders of the Company Shares, as the context requires;

  • Earn-Out Shares has the meaning provided in Section 2.2(b).

  • VMTP Shares has the meaning set forth in the preamble to this Agreement.

  • Subject Shares means that number of Shares set forth on the Securityholder’s signature page attached to this Agreement, being all of the Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include any Shares issued upon the conversion, exercise or vesting, as applicable, of Convertible Securities or otherwise acquired by the Securityholder after the date hereof.

  • Earnout Shares has the meaning set forth in Section 3.6(a).

  • Exchange Shares has the meaning set forth in Section 2.01(b).

  • Consideration Shares shall have the meaning set forth in Section 2.7(c).