Additional Buyer Shares definition

Additional Buyer Shares means, collectively, the 2011 Additional Buyer Shares, the 2012 Additional Buyer Shares and the 2013 Additional Buyer Shares.
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Additional Buyer Shares has the meaning set forth in ss.2(h) below.
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Additional Buyer Shares has the meaning given to it in clause 4.6;
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Examples of Additional Buyer Shares in a sentence

  • Buyer Shares and any and all Additional Buyer Shares, as that term is defined herein, shall be held in escrow pursuant to the terms of an escrow agreement substantially in the form of Exhibit E (the "Escrow Agreement - Shares") by Allegro Escrow Services, or such other escrow agent as acceptable to the parties hereto (the "Escrow Shares"), until following completion and agreement on the financial statements for the two years on the second anniversary of the Closing Date (the "Measurement Period").

  • Any such Additional Buyer Shares that are set-off against shall not be available for issuance to the Stockholders.

  • The Buyer shall issue 1,670,000 Buyer Shares into escrow on the Closing Date (the "Additional Buyer Shares") which shall be released to the Buyer or the Stockholders' Representatives, as appropriate, promptly following the Measurement Date.

  • The Company and the Stockholders’ Representative hereby acknowledge and agree that the applicable Operational Objectives were previously satisfied and the 2011 Additional Buyer Shares were previously issued to the Stockholders.

  • The Buyer Shares and the Additional Buyer Shares will be, upon issuance, duly authorized, validly issued, fully paid and nonassessable.

  • If the Buyer Indemnified Persons have a right to indemnification under this ARTICLE VI, then the Buyer shall set-off the amount of such recovery against the Additional Buyer Shares, in each case at the rate of $15.00 per share, at any time prior to their respective issuance.

  • We start with a simple application of the results in Proposition 6.Proposition 8.


More Definitions of Additional Buyer Shares

Additional Buyer Shares. As defined in Section 2.2(e).
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Additional Buyer Shares has the meaning set forth in Section 2.1(c)(iv).
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Related to Additional Buyer Shares

  • Qualified Institutional Buyer means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

  • Qualified Institutional Buyers as defined in Rule 144A. It is aware that the sale of the Privately Offered Certificates is being made in reliance on its continued compliance with Rule 144A. It is aware that the transferor may rely on the exemption from the provisions of Section 5 of the Act provided by Rule 144A. The undersigned understands that the Privately Offered Certificates may be resold, pledged or transferred only to (i) a person reasonably believed to be a Qualified Institutional Buyer that purchases for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the resale, pledge or transfer is being made in reliance in Rule 144A, or (ii) an institutional "accredited investor," as such term is defined under Rule 501 of the Act in a transaction that otherwise does not constitute a public offering. The undersigned agrees that if at some future time it wishes to dispose of or exchange any of the Privately Offered Certificates, it will not transfer or exchange any of the Privately Offered Certificates to a Qualified Institutional Buyer without first obtaining a Rule 144A and Related Matters Certificate in the form hereof from the transferee and delivering such certificate to the addressees hereof. Prior to making any transfer of Privately Offered Certificates, if the proposed Transferee is an institutional "accredited investor," the transferor shall obtain from the transferee and deliver to the addressees hereof an Investment Letter in the form attached to the Pooling and Servicing Agreement, dated as of February 1, 2003, among Structured Asset Mortgage Investments Inc., Wells Fargo Bank Minnesota, National Xxxxxiation, EMC Mortgage Corporation and JPMorgan Chase Bank, as Trustee, pursuant to Certificates were issued. The undersigned certifies that it either: (i) is not acquiring the Privately Offered Certificate directly or indirectly by, or on behalf of, an employee benefit plan or other retirement arrangement which is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended, or section 4975 of the Internal Revenue Code of 1986, as amended, or (ii) is providing a representation or an opinion of counsel to the effect that the proposed transfer and holding of a Privately Offered Certificate and the servicing, management and operation of the Trust and its assets: (I) will not result in any prohibited transaction which is not covered under a prohibited transaction exemption, including, but not limited to, Prohibited Transaction Exemption ("PTE") 84-14, PTE 91- 38, PTE 90-1, PTE 95-60, PTE 00-00 xxx (XX) xxxx xxx xive rise to any additional fiduciary duties on the part of the Seller, the Master Servicer or the Trustee or (iii) has attached hereto the opinion specified in Section 5.07 of the Agreement. If the Purchaser proposes that its Certificates be registered in the name of a nominee on its behalf, the Purchaser has identified such nominee below, and has caused such nominee to complete the Nominee Acknowledgment at the end of this letter. Name of Nominee (if any):

  • Retail buyer or "buyer" means a person that buys or agrees to buy goods or obtain services or agrees to have services rendered or furnished from a retail seller.

  • Rule 501 means Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • Accredited Investor has the meaning set forth in Regulation D promulgated under the Securities Act.

  • U.S. Accredited Investor means an “accredited investor” as defined in Rule 501(a) of Regulation D;

  • Rule 144A means Rule 144A promulgated under the Securities Act.

  • QIB/QP means a QIB that is also a QP.

  • Accredited Investors should complete this Section

  • Accredited Investor Questionnaire means the Accredited Investor Questionnaire set forth as Exhibit C-1 hereto.

  • Institutional Accredited Investor means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

  • Regulation S Investor With respect to a transferee of a Regulation S Global Certificate, a transferee that acquires such Certificate pursuant to Regulation S.

  • Rule 904 means Rule 904 promulgated under the Securities Act.

  • Institutional Accredited Investors Institutions that are “accredited investors” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act or any entity all of the equity owners of which are such institutions.

  • Rule 144A Securities means all Initial Securities offered and sold to QIBs in reliance on Rule 144A.

  • Rule 144A Global Note has the meaning assigned to it in Section 2.1(d).

  • QIB means a “qualified institutional buyer” as defined in Rule 144A.

  • Rule 144A Letter As defined in Section 5.02(b).

  • Prohibited Investor means a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith;

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Offshore Transaction Any “offshore transaction” as defined in Rule 902(h) of Regulation S.

  • Sophisticated Investor means a Customer who has successfully declared themselves as a sophisticated investor, which term is as defined in the ”Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework” issued by the Securities Commission Malaysia or the glossary section of the information memorandum of the relevant fund. Only sophisticated investor may invest in a Wholesale Fund.

  • Institutional Accredited Investor Certificate means a certificate substantially in the form of Exhibit G hereto.

  • QIBs means qualified institutional buyers as defined in Rule 144A.

  • Rule 144A Notes means all Notes offered and sold to QIBs in reliance on Rule 144A.