Share Buyers definition

Share Buyers means the Buyer and the other persons set out in Part F of Schedule 1 who are designated to purchase the Target Company Shares under this Agreement and the relevant Local Purchase Agreement, as applicable;
Sample 1
Share Buyers means Buyer and the other Persons set forth on Exhibit E who are designated to purchase the Transferred Shares under this Agreement.
Sample 1

Examples of Share Buyers in a sentence

  • The Share Seller represents that it has full right, power and authority to sell, transfer and deliver such Acquired Company Shares to the Share Buyers free and clear of any Lien (other than any Permitted Liens or Liens arising under securities Laws).

  • From and after the Closing Date and subject to the consummation of the Closing, the holders (other than the Share Buyers or any transferee of the Share Buyers) of certificates formerly evidencing ownership of Acquired Company Shares outstanding immediately prior to the Closing shall cease to have any rights with respect to such shares or securities, except as otherwise provided for herein or by applicable Laws.

  • The Share Buyers wish to acquire from the Share Seller, and the Share Seller wishes to sell to the Share Buyers all of the Acquired Company Shares (the “Share Purchase”), which Acquired Company Shares, as of the Closing, will constitute 100% of the issued and outstanding share capital of the Acquired Companies on a fully diluted basis, all on the terms and subject to the conditions of this Agreement and applicable law.

  • On the Closing Date, the Share Seller shall deliver to the Share Buyers (or any of their respective designee(s)) certificate(s) and copies of share transfer deed(s) or instrument(s), properly endorsed or otherwise in proper form for transfer, representing all Acquired Company Shares held by such holder of Acquired Company Shares for transfer to the applicable Share Buyer (or any of their respective designee(s)) at the Closing.

  • Concurrently with the Closing, the Share Buyers shall deliver or cause to be delivered an amount in cash equal to the (i) Adjustment Escrow Amount, and (ii) General Indemnity Escrow Amount, to the Escrow Agent, pursuant to the provisions of this Agreement and the escrow agreement in the form attached as Exhibit D hereto (the “Escrow Agreement”).

  • Buyer shall be jointly and severally liable for all obligations of any Asset Transferees and Share Buyers hereunder and under the Asset Transfer Agreement.

  • The Escrow Agreement shall be entered into on the Closing Date, by and among the Share Buyers, the Share Seller and the Escrow Agent.

  • Upon the terms and subject to the conditions of this Agreement, at the Closing, VPI shall, and shall cause the other Share Sellers to, sell to the applicable Share Buyers, and Buyer shall, and shall cause the applicable Share Buyers to, purchase and acquire, free and clear of Encumbrances and with full title guarantee, all the Transferred Shares and with all rights now or hereafter becoming attached to them.

  • The Adjustment Escrow Fund and the General Indemnity Escrow Fund (or any portion thereof) shall be distributed to or for the benefit of the Share Seller or the Share Buyers, as applicable, at the times, and upon the terms and conditions, set forth in the Escrow Agreement.

  • Any New Share Buyers become entitled to subscribe, and any Existing Share Buyers become entitled to acquire as a result of the exercise of ROFR by any of Buyers shall be considered as an Available New Share or an Available Existing Share (and Buyers shall not exercise their ROFRs), respectively, for all purposes of this Agreement, including for the satisfaction of the Parties’ Conditions Precedent set forth in Sections 3.1(a) and 3.2(a).

Related to Share Buyers

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

  • 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.

  • Company Share Plans mean (a) the Company’s Stock Related Award Incentive Plan of 1999, as amended; (b) the Company’s 2010 Stock Incentive Plan, as amended; and (c) the Company’s 2015 Stock Incentive Plan, as amended;

  • Company Shareholders means holders of Company Shares.

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

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

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

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

  • Major Shareholders Means a person who has an interest or interests in one or more

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

  • Target Shareholders means the holders of Target Shares;

  • Company Shareholder means a holder of one or more Company Shares;

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

  • Common Shareholders means the registered and/or beneficial holders of the Common Shares, as the context requires.

  • ASA Shares has the meaning set forth in 2.4(a).

  • Parent Warrants means the outstanding warrants to purchase Parent Common Stock.

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

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

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Parent Shareholder Approval means the approval of (a) the Parent Share Issuance at the Parent Shareholders Meeting by the affirmative vote of a majority of the total votes cast by the holders of Parent Common Stock entitled to vote thereon, (b) the Parent Charter Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the shares of Parent Common Stock outstanding and entitled to vote thereon and (c) the Parent Bylaw Amendment at the Parent Shareholders Meeting by the affirmative vote of a majority of the outstanding shares of Parent Common Stock entitled to vote thereon.

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

  • Minority Shareholders means holders of Shares that were not tendered pursuant to the Offer or in the Subsequent Offering Period (as it may be extended by the Minority Exit Offering Period).

  • Overseas Shareholders holders of Scheme Shares who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom;

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

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