means, (i) with respect to Bowenvale, those Encumbrances imposed by the terms of the Bowenvale Shareholders Agreement and the organizational documents of Bowenvale made available by SES to the GE Entities, (ii) with respect to Star One, those imposed by the terms of the Star One Shareholders Agreement, and the organizational documents of Star One made available by SES to the GE Entities, and (iii) with respect to ORBCOMM Inc., those imposed by the terms of the ORBCOMM Lockup Agreement and the organizational documents of ORBCOMM filed by ORBCOMM with the SEC via EDGAR.
Examples of Equity Interest Encumbrances in a sentence
At or prior to the Closing, SES shall, or shall cause its Affiliates to, assign, transfer, convey and deliver to Splitco, and SES shall cause Splitco to acquire and accept, (i) all of SESs or its appropriate Affiliates right, title and interest in, to and under the Equity Interests, other than the Excluded Satlynx Shares, free and clear of all Encumbrances, except for the
, and (ii) the Cash Amount, free and clear of all Encumbrances.
Notwithstanding any other provision of this Agreement, the Seller shall be responsible for and promptly pay when due all Obligations secured by any Permitted
and relating to, arising from or otherwise attributable to facts, circumstances or events occurring prior to the Closing.
Subject to the terms and conditions of this Agreement, the Seller agrees to sell, convey and transfer to the Buyer, and the Buyer agrees to purchase all rights, title and interests in and to the Assigned Equity Interest (which will result in the Buyer becoming the record and beneficial owner of all rights, title and interests in and to all the Assigned Equity Interest), free and clear of all Encumbrances (other than Permitted
Prior to or contemporaneously with the Closing, the Seller shall obtain releases of any Encumbrances, other than Permitted Encumbrances and Permitted
, on the Equity Interest and any of the Company Assets, without any post-Closing liability or expense to the Buyer or the Company, and shall provide proof of such releases and payment in full in a form reasonably acceptable to the Buyer at the Closing, subject to the provisions of Article 9.