Simon Securities definition

Simon Securities has the meaning set forth in the recitals to this Agreement.
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Examples of Simon Securities in a sentence

  • The Simon Securities owned by the ▇▇▇▇▇ ▇▇▇▇▇▇▇ represent all of the outstanding Equity Securities of Simon.

  • Employee’s under this agreement who are made redundant will be entitled to receive the following payments: 1 months notice payment Employees over the age of 45 will receive an additional 2 months notice payment.

  • Buyer hereby purchases from the ▇▇▇▇▇ ▇▇▇▇▇▇▇, and the ▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby sell, transfer, assign, convey and deliver to Buyer, all of the Simon Securities (the “Simon Securities Acquisition”), free and clear of any and all Liens, in exchange for an amount of cash as is set forth in the Closing Statement, which shall be paid by or on behalf of Buyer pursuant to Section 2.3 (the “Simon Consideration” and collectively with First Merger Consideration, the “Transaction Consideration”).

  • An assignment, duly executed by each Simon Seller in favor of Buyer with respect to the transfer and sale of the Simon Securities.

  • There are no registration rights, voting trusts, proxies, rights plans, antitakeover plans or any other Contracts to which Simon Seller or any of its Affiliates is a party or by which any of them are subject with respect to any Simon Securities.

  • All of the Simon Securities are duly and validly issued and outstanding.

  • As soon as reasonably practicable following the final determination of the Simon Consideration hereunder, Buyer shall prepare a proposed final Simon Securities purchase price allocation (the “Simon Purchase Price Allocation”) in accordance with the Purchase Price Allocation Principles, and shall permit the Representative to review the Simon Purchase Price Allocation and shall consider in good faith any reasonable comments thereto that are promptly delivered by the Representative to Buyer.

  • Upon the consummation of the Transactions, the ▇▇▇▇▇ ▇▇▇▇▇▇▇ will sell and transfer to Buyer good, valid and marketable title to the Simon Securities, free and clear of any Liens or any other restrictions, voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims.