Equity Seller definition
Examples of Equity Seller in a sentence
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).
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).
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.
The execution, delivery and performance by each of Seller, each Equity Seller and any applicable Retained Subsidiary of the Transaction Documents, in each case, to which it is a party and the consummation of the transactions contemplated thereby are within its corporate or equivalent organizational powers and have been (or will be prior to execution) duly authorized by it by all necessary corporate or equivalent organizational action, including the unanimous approval of the Board of Directors of Seller.
In connection therewith, the Company has engaged the law firms set forth on Schedule 7.9 to defend the Company with respect to the Retained Litigation, and, except as otherwise agreed by the Company and Equity Seller, such counsel shall continue to represent the Company in that regard.