Seller's Equity definition
Examples of Seller's Equity in a sentence
The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, Equity One, Inc., Equity One, Incorporated and Popular Financial Services, LLC, as sellers (in such capacity, collectively, the "Sellers"), Equity One, Inc., as servicer (in such capacity, the "Servicer"), and JPMorgan Chase Bank, as trustee (the "Trustee").
The execution and delivery by the Seller of this Agreement and each Ancillary Agreement to which it will be a party and the performance by the Seller of its obligations hereunder and thereunder have been duly and validly authorized by all requisite organizational action on the part of the Seller and, to the extent required by Law, Regulation or the Seller's Organizational Documents, by the holder of the Seller's Equity Securities.
From time to time after the Initial Closing and any Subsequent Closing, at the reasonable request of either party, the other party shall promptly execute and deliver all other reasonable documents and take all further reasonable actions in order to effectuate completely the transfer and assignment to Purchaser of the Holding Company Equity Interests or the Sellers Equity Interests, as the case may be, and to otherwise carry out the purposes of this Agreement.
Buyer understands that the common shares underlying the Sellers Equity are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Buyer must hold such shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.
The Final Closing Balance Sheet shall be delivered with a calculation of the Cash Consideration based on any adjustments to the Company Sellers Equity Shortfall, Acquisition Expenses and Option Expenses, in each case calculated as of the Closing Date.
For the purposes of this clause (b), the “Minimum Equity Amount” shall be an amount that is not less than sixty-five percent (65.0%) of the sum, without duplication, of (A) the aggregate gross proceeds of the Term Loans to be borrowed on the Closing Date plus (B) the Borrower Equity Contribution plus (C) the Sellers Equity Rollover.
Upon delivery of the Sellers Equity to Buyer on the Closing Date, against payment therefor as contemplated hereby, each Seller will transfer to Buyer good, legal and valid title to their portion of the Sellers Equity free and clear of any and all Liens.
To Sellers’ Knowledge, Schedule 2(j) sets forth a complete and accurate list of all liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, recorded or unrecorded, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”) of each Company Party, existing as of the date hereof or that shall result from either (i) Buyer’s acquisition of the Sellers Equity or (ii) the Cultivation Transfer.
In the event Sellers make the Sellers Equity Contribution, at Closing Sellers (or the entity making the Sellers Equity Contribution) shall execute documents reasonably satisfactory to Sellers and to Buyer pledging and encumbering the equity interests acquired by Sellers as a result of the Sellers Equity Contribution in favor of Buyer as security for the indemnity obligations of Sellers hereunder.
Sellers wish to sell to Buyer, and ▇▇▇▇▇ wishes to purchase from Sellers, the Sellers Equity as set forth herein.