Target Shares definition
Examples of Target Shares in a sentence
Each Seller has good and valid title to the Target Shares set forth opposite such Seller’s name on Schedule 1.1, free and clear of all liens, and upon delivery of and payment for the Target Shares at the Closing, Purchaser will acquire good and valid title thereto, free and clear of all liens.
This draft reflects a stock-for-stock transaction in which the consideration for the Target Shares consists entirely of Purchaser common stock, payable in three tranches, rather than cash.
The representations and warranties in this Agreement shall survive the Closing for 18 months, except that: (a) the Fundamental Representations (organization and authority, capitalization, title to Target Shares, and brokers) shall survive until 60 days following expiration of the applicable statute of limitations; and (b) the tax and employee benefit plan representations shall survive until 60 days following expiration of the applicable statute of limitations (each such period, a “Survival Period”).
Purchaser is acquiring the Target Shares for its own account and for investment purposes, and not with a view to resale or distribution in violation of applicable securities laws.
Except as expressly provided in Section 3.4 (Fractional Shares), no cash consideration shall be payable for the Target Shares.