Examples of Blocker Stock in a sentence
Seller is not a party to or bound by any option, warrant, purchase right or other Contract or commitment that could require Seller to sell, transfer or otherwise dispose of the Xxxxx Blocker Stock (other than this Agreement and the LLC Agreement).
Subject to compliance by Seller with Section 3.2 and Buyer with Section 3.3, the closing of the purchase and sale of the Xxxxx Blocker Stock hereunder (the “Closing”) shall take place simultaneously with the execution of this Agreement, or on such other date as the parties mutually agree (the date on which the Closing occurs is referred to herein as the “Closing Date”).
The Purchase Price shall be allocated to the Xxxxx Blocker Stock pursuant to Schedule 2.3 hereto.
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign, grant and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of the Xxxxx Blocker Stock, free and clear of all Liens, adverse claims, subscriptions, options, warrants, calls, proxies, rights, commitments, restrictions or agreements of any kind.
Seller is not a party to or bound by any voting trust, proxy or other agreement or understanding with respect to the voting of the Xxxxx Blocker Stock.