Additional Forward Purchaser definition

Additional Forward Purchaser shall be deemed to refer to and include any such Transferee with respect to such Transferee and to its Transferee Securities; provided, that any representations, warranties, covenants and agreements of the Additional Forward Purchaser and any such Transferee shall be several and not joint and shall be made as to the Additional Forward Purchaser or any such Transferee, as applicable, as to itself only.
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Additional Forward Purchaser shall have the meaning given in the Recitals hereto.
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Additional Forward Purchaser has the meaning set forth in Section 11.
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Examples of Additional Forward Purchaser in a sentence

  • The Additional Forward Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Additional Forward Purchaser or its respective officers, employees or representatives is responsible.

  • The Additional Forward Purchaser understands that the Additional Forward Purchase Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Additional Forward Purchaser must hold the Additional Forward Purchase Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • The Additional Forward Purchaser’s principal place of business is the office or offices located at the address of the Additional Forward Purchaser set forth on the signature page hereof.

  • The Additional Forward Purchaser is neither a person associated nor affiliated with, to its actual knowledge, any member of the Financial Industry Regulatory Authority (“FINRA”) that is participating in the Distribution.

  • The Additional Forward Purchaser shall have the right, but not the obligation, to purchase up to the aggregate the number of Public Shares equal to the quotient obtained by dividing (i) the Aggregate Additional Forward Purchase Amount by (ii) the Final Exercise Price (the “Maximum Additional Forward Purchase”).

  • The Additional Forward Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Additional Forward Purchase Shares, as well as the terms of the Company’s proposed Distribution, with the Company’s management.

  • The Company shall cooperate with the Additional Forward Purchaser, at its request, to facilitate the timely preparation and delivery of physical certificates representing the Additional Forward Purchase Shares and enable such certificates to be in such denominations or amounts, as the case may be, as the Additional Forward Purchaser may reasonably request and registered in such names as the Additional Forward Purchaser may reasonably request.

  • The Additional Forward Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.

  • This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Additional Forward Purchaser.

  • The Additional Forward Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Additional Forward Purchase Shares, and on requirements relating to the Company which are outside of the Additional Forward Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.