Additional Buyer Shares definition

Additional Buyer Shares has the meaning given to it in clause 4.6;
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Additional Buyer Shares. As defined in Section 2.2(e).
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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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Examples of Additional Buyer Shares in a sentence

  • The hypothesis and result are shown below:Ho: Board size has no significant positive effect on the capital adequacy of specialized banks.

  • Tenant shall be solely responsible and shall pay separately, directly to the provider thereof, for all charges for fuel, heat, water, sewer service, refuse collection, gas, electricity, telephone and for all other utilities used or consumed in the Premises (“Utilities”).

  • 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").

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

  • 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.

  • If, after the Closing Date, the Continuing Employees fail at any time to meet any of the Operational Objectives, then all of the Additional Buyer Shares that have not yet been issued as of such time shall be forfeited and not issued or issuable to the Stockholders.

  • 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.

  • Buyer will, however, use its commercially reasonable best efforts to file a registration statement with the Securities and Exchange Commission within thirty (30) days of the date of issuance of the Additional Buyer Shares and cause such registration statement to be declared effective as promptly as practicable thereafter.

  • Notwithstanding the foregoing, the number of Price Additional Buyer Shares shall in no event exceed 20% of the original number of Buyer Shares issued at Closing.


More Definitions of Additional Buyer Shares

Additional Buyer Shares has the meaning set forth in Section 2.1(c)(iv).
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Additional Buyer Shares has the meaning set forth in ss.2(h) below.
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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 November 1, 2004, among Structured Asset Mortgage Investments II Inc., Xxxxx Fargo Bank, N.A., EMC Mortgage Corporation and U.S. Bank National Association, 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, XXX 00-00, XXX 00-0, XXX 00-00, XXX 00-00 and (II) will not give rise to any additional obligations on the part of the Depositor, the Master Servicer, the Securities Administrator 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 who buys goods and services, or services from a contractor pursuant to a home improvement installment contract, or goods and services from a contractor pursuant to a home improvement charge agreement.

  • 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 Any Person that, at the time of its acquisition, purported acquisition or proposed acquisition of Notes is both a Qualified Institutional Buyer and a Qualified Purchaser.

  • Accredited Investors means “accredited investors” as defined in Rule 501(a)(1), (a)(2), (a)(3) or (a)(7) of Regulation D under the Securities Act.

  • 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 that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

  • 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.

  • Sophisticated Individual Accredited Investor means an individual who (a) is an accredited investor within the meaning of Regulation D under the Securities Act and (b) based on his or her pre-existing relationship with the Dealer, is reasonably believed by the Dealer to be a sophisticated investor (i) possessing such knowledge and experience (or represented by a fiduciary or agent possessing such knowledge and experience) in financial and business matters that he or she is capable of evaluating and bearing the economic risk of an investment in the Notes and (ii) having not less than $5 million in investments (as defined, for purposes of this section, in Rule 2a51-1 under the Investment Company Act of 1940, as amended).

  • Rule 144A Securities means Securities of a series designated pursuant to Section 2.01 as entitled to the benefits of Section 4.03(b).

  • 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.

  • Exempt Irish Investor for the present purposes means: