Selling Persons definition

Selling Persons is defined in the introduction to this Agreement.
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Selling Persons has means the applicable entity and/or the owners of the applicable entity which are entitled to receive the Net Proceeds in connection with an Exit Event.
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Selling Persons means the Buyer, Affiliates of the Buyer and all Licensees and, in respect of any assignment, conveyance or transfer under Section 2.9.3, Surviving Persons, Affiliates thereof, and Licensees therefrom.
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Examples of Selling Persons in a sentence

  • Notwithstanding anything to the contrary contained in this Section 4.01, except for the Selling Person's obligation to return to each Tagging Person any certificates representing the Tagging Person's Shares there shall be no liability on the part of the Selling Person to any Shareholder in the event that the proposed Tag-Along Sale is not consummated for whatever reason.

  • Alvogen shall, and shall cause other Selling Persons to, maintain complete and accurate books and records, in sufficient detail to confirm the accuracy of payments and costs with respect to payments under this Agreement (the “Product Financial Records”).

  • Seller and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Seller and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).

  • Seller and the Selling Persons represent to Buyer that each is willing and able to engage in businesses that are not restricted pursuant to this Section 6.1 and that enforcement of the restrictive covenants set forth in this Section 6.1 will not be unduly burdensome to Seller or the Selling Persons.

  • Seller and the Selling Persons acknowledge that their agreement to the restrictive covenants set forth in this Section 6.1 is a material inducement and condition to Buyer’s willingness to enter into this Agreement and the other Buyer Documents, to consummate the transactions contemplated hereby and thereby and to perform Buyer’s obligations hereunder and thereunder.

  • The execution, delivery and performance by Sellers and the Selling Persons of each Seller Document has been duly authorized by all necessary action on the part of Sellers and the Selling Persons.

  • Purchaser and the Selling Persons will allocate the Purchase Price and Assumed Liabilities among the Transferred Assets for Tax purposes as specified on Schedule 11.1. The Parties covenant and agree that (a) the Parties will cooperate with each other in connection with the preparation, execution and filing of all Tax Returns related to such allocation and (b) the Parties will promptly advise each other regarding the existence of any tax audit, controversy or litigation related to such allocation.

  • Purchaser will make Purchase Price payments to U.S. Selling Persons in U.S. dollars and will make Purchase Price payments to non-U.S. Selling Persons in the functional currency of such Selling Persons.

  • To further facilitate the Purchaser's integration of the Restaurant's systems, the Selling Persons hereby covenant and agree to close the Restaurants to business at 8:00 p.m. on the date immediately preceding the Closing Date.

  • Sellers and the Selling Persons have all requisite power, authority and capacity to execute, deliver and perform under this Agreement and the other agreements, certificates and instruments to be executed by Sellers and the Selling Persons pursuant to this Agreement (collectively, the “Seller Documents”).

Related to Selling Persons

  • Controlling Persons means the natural persons who exercise control over an Entity. In the case of a trust, such term means the settlor, the trustees, the protector (if any), the beneficiaries or class of beneficiaries, and any other natural person exercising ultimate effective control over the trust, and in the case of a legal arrangement other than a trust, such term means persons in equivalent or similar positions. The term “Controlling Persons” shall be interpreted in a manner consistent with the Financial Action Task Force Recommendations.

  • Selling Parties shall have the meaning specified in the preamble.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • Selling Holder Indemnified Persons has the meaning specified therefor in Section 2.09(a) of this Agreement.

  • Selling Shareholders sections in substantially the form attached hereto as Exhibit B. The Company shall use its reasonable best efforts to have the Initial Registration Statement declared effective by the SEC as soon as practicable, but in no event later than the Initial Effectiveness Deadline. By 9:30 a.m. New York time on the Business Day following the Initial Effective Date, the Company shall file with the SEC in accordance with Rule 424 under the 1933 Act the final prospectus to be used in connection with sales pursuant to such Initial Registration Statement.

  • Specified Persons means the Directors, connected persons, the insiders, the Designated Employees and the promoters and immediate relatives are collectively referred to as Specified Persons.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Investor Parties has the meaning set forth in the Preamble.

  • Selling Partner has the meaning set forth in Section 8.5.

  • Selling Party has the meaning set forth in the definition of “Net Sales.”

  • Purchaser Parties means, collectively, the Purchasers and any of their respective former, current or future directors, officers, employees, agents, general or limited partners, managers, members, stockholders, Affiliates or assignees or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder, Affiliate or assignee of any of the foregoing.

  • Other Sellers shall have the meaning set forth in Section 10.4.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Selling Group has the meaning ascribed thereto in Section 2.2;

  • Purchasers is defined in Section 12.3.1.

  • Purchaser Personnel means the Purchasers’, and each Purchaser’s Affiliates’, officers, directors (or their equivalent), employees, agents, and contractors of any kind.

  • Other Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their securities in certain registrations hereunder.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • Indemnified Persons has the meaning assigned to such term in Section 7.12(c).

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • young person means a person who falls within the definition of qualifying young person in section 142 of the SSCBA.

  • Controlling Shareholders means controlling shareholders of the Company, as such term is defined in the Ordinance.

  • Other Shareholders means persons who, by virtue of agreements with the Company other than this Agreement, are entitled to include their securities in certain registrations hereunder.

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.