Equity Seller definition
Examples of Equity Seller in a sentence
The Equity Sellers and the Mexican Equity Seller Nominee Partner shall transfer and deliver to Buyer and the Buyer Designee, as applicable, at the Closing, valid title to such Shares free and clear of any Lien (other than Permitted Liens).
Upon the terms and subject to the conditions of this Agreement, Seller agrees to cause the Equity Sellers and the Mexican Equity Seller Nominee Partner, as applicable, to sell to Buyer, and Buyer agrees to, or to cause any Buyer Designee to, purchase from the Equity Sellers and the Mexican Equity Seller Nominee Partner, as applicable, all of the Shares (other than Shares of a Purchased Subsidiary owned by another Purchased Subsidiary).
Each Share is duly authorized, validly issued, fully paid and nonassessable, and with respect to each Share of a Purchased Subsidiary that is a limited liability company, each Share has been duly authorized, validly issued, fully paid and is not subject to further obligations on the part of any Equity Seller to make future payments for its purchase of such Share or contributions to the applicable Purchased Subsidiary solely by reason of their ownership of such Share.
ARM owns, directly or indirectly, all of the outstanding shares of, or ownership interests in, the Asset Seller Subs and the Equity Seller Subs.
For applicable income Tax purposes, the sale and purchase of the Membership Interests shall be treated as acquisition by Equity Buyer of 100% of the Company’s assets, an assumption by Equity Buyer of 100% of the Company’s liabilities and a sale by Equity Seller of 100% of the Company’s assets.