Seller’s Securities definition

Seller’s Securities as used herein, includes the Common Shares and Convertible Securities listed on Appendix I and any securities of the Company into which they may be converted through the exercise, conversion or exchange of any Seller’s Securities. Except for the securities set out in Appendix I, the Seller has no agreement or option, or right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Seller or transfer to the Seller of additional securities of the Company (other than any agreements or amendments that the Seller may enter into to facilitate the exercise, cancellation or surrender of its Options, if any, as contemplated under the Support Agreement).
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Seller’s Securities means the Seller’s Shares or the Relevant Sale Shares (as the case may be).
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Seller’s Securities has the meaning given in paragraph 2(f) of Schedule 9;
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Examples of Seller’s Securities in a sentence

  • There is no claim, action, lawsuit, arbitration, mediation or other proceeding pending or threatened against the Seller, that relates or could relate to this Agreement or otherwise materially impairs or could materially impair the ability of the Seller to consummate the transactions contemplated hereby or the title of the Seller to any of the Seller’s Securities.

  • The Seller is either (i) the legal and beneficial owner of, or (ii) the beneficial owner exercising control and direction over (but not the holder of record of) all of the Seller’s Securities.

  • The Seller’s Securities will be transferred to and acquired by the Offeror pursuant to the Offer with good and marketable title, free and clear of any and all Encumbrances.

  • This includes people picking up orders at the Lexington and Prestonsburg warehouses and at drop delivery locations.

  • No Person, firm, corporation or other entity whatsoever has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, requisition or transfer from the Seller, or any registered holder of Seller’s Securities or any other Person, of any of the Seller’s Securities, or any interest therein or right thereto, except pursuant to this Agreement.

  • The Seller will be permitted to withdraw the Seller’s Securities deposited under the Offer in order to support or vote in favour of, or tender or deposit the Seller’s Securities to, an Acquisition Proposal if, and only if such Acquisition Proposal is a Superior Proposal and the Company has complied with Sections 6.2 and 6.3 of the Support Agreement.

  • The representations and warranties set forth in this Agreement shall survive for a period of two years following the purchase of the Seller’s Securities under the Offer, unless this Agreement is terminated in accordance with its Article 5 hereof, in which case the representations and warranties shall be terminated.

  • No person holds or has the right to receive any proxy or similar instrument with respect to each Seller’s Securities.

  • The representations and warranties set forth in this Agreement shall survive for a period of two years following the purchase of the Seller’s Securities.

  • If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with an Alternative Transaction in accordance with the provisions of the Support Agreement, then the Seller irrevocably covenants to support the completion of such Alternative Transaction, including, if applicable, by voting the Seller’s Securities in favour of any resolution or resolutions approving such Alternative Transaction.


More Definitions of Seller’s Securities

Seller’s Securities has the meaning set forth in Section 4.2;
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Seller’s Securities has the meaning set forth in the preface above.
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Seller’s Securities has the meaning set out in Clause 5.1.1.
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Seller’s Securities means the no par value common stock of BioShield Technologies, Inc.
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Related to Seller’s Securities

  • Offeror’s Securities means Voting Shares Beneficially Owned by an Offeror on the date of the Offer to Acquire;

  • NIM Securities Any debt securities secured or otherwise backed by some or all of the Class X and Class P Certificates that are rated by one or more Rating Agencies.

  • Purchaser Securities means the Purchaser Units, the Purchaser Common Stock, the Purchaser Preferred Stock and the Purchaser Warrants, collectively.

  • Underwriters' Securities means the Offered Securities other than Contract Securities.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Escrowed Securities means the direct, noncallable obligations of the United States of America, as described in the Escrow Agreement.

  • Purchased Securities has the meaning assigned in the Terms;

  • Permitted Securities means any of the following:

  • Related Securities means any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

  • CHESS Approved Securities means securities of the Company for which CHESS approval has been given in accordance with the ASX Settlement Operating Rules;

  • Approved Securities means securities of any State Government or of the Central Government and such bonds, both the principal whereof and the interest whereon shall have been fully and unconditionally guaranteed by any such Government;

  • Redemption Securities means any debt or equity securities of the Corporation, any Subsidiary or any other corporation or other entity, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the Corporation), has a value, at the time notice of redemption is given pursuant to paragraph (d) of this Section 5, at least equal to the Fair Market Value of the shares to be redeemed pursuant to this Section 5 (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

  • Lock-Up Securities has the meaning assigned to such term in Section 3.5.

  • Offered Securities shall have the meaning specified in Section 5.03(b)(ii)(B).

  • Released Securities means Shares of Restricted Stock with respect to which all applicable restrictions have expired, lapsed, or been waived.

  • 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.

  • Designated Securities means securities issued by an Insured, or by any Affiliated Entity, or by any Fund to which such Insured or any Affiliated Entity provides any services.

  • ETP Securities means the Series of ETP Securities to which these Conditions relates or, as the context may require, any or all securities issued by the Issuer under the Programme.

  • BofA Securities means BofA Securities, Inc.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Underlying Securities means any securities issuable on conversion, exchange or exercise of compensation securities.

  • Securities has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

  • Excess Securities means the Corporation Securities which are the subject of the Prohibited Transfer.

  • Equity-linked Securities means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

  • Refused Securities has the meaning ascribed to such term in Section 4.1(c)