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 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.

  • The Additional Forward Purchaser understands that the offer and sale of the Additional Forward Purchase Shares to the Additional Forward Purchaser has not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Additional Forward Purchaser’s representations as expressed herein.

  • 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 understands that its agreement to purchase the Additional Forward Purchase Shares involves a high degree of risk which could cause the Additional Forward Purchaser to lose all or part of its investment.

  • Except for the specific representations and warranties expressly made by the Company in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Additional Forward Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company Parties”).

  • 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 understands that the offering of the Additional Forward Purchase Shares is not and is not intended to be part of the Distribution, and that the Additional Forward Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.

  • The Additional Forward Purchaser hereby agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, the Additional Forward Purchaser shall vote any shares of Common Stock owned by it in favor of any proposed Business Combination.

  • The Additional Forward Purchaser understands that no public market now exists for the Additional Forward Purchase Shares, and that the Company has made no assurances that a public market will ever exist for the Additional Forward Purchase Shares.

Related to Additional Forward Purchaser

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Initial Purchase Price has the meaning set forth in Section 2.1.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Forward Purchase Shares shall have the meaning given in the Recitals hereto.

  • Additional Purchase Price has the meaning provided in Section 1.2(b).

  • Additional First Lien Secured Parties means the holders of any Additional First Lien Obligations and any trustee, authorized representative or agent of such Additional First Lien Obligations.

  • Preliminary Purchase Price has the meaning set forth in Section 2.02.

  • Additional Purchasers means purchasers of Additional Notes.

  • Initial Purchaser As defined in the preamble hereto.

  • Additional First Lien Secured Party means the holders of any Additional First-Lien Obligations and any Authorized Representative with respect thereto, and shall include the Initial Additional First-Lien Secured Parties.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Final Purchase Price has the meaning set forth in Section 2.02.

  • Original Purchase Price means the price paid by you for the motor vehicle or a maximum of 110% of the market value of the vehicle as defined by Glass's Guide Retail at time of purchase, whichever is the lesser (including all factory fitted accessories) and after any discount given, but does not include the cost of dealer fitted accessories, road fund licence, new vehicle registration fee, fuel, paintwork and/or upholstery protection kits, insurance premiums (including the premium for this policy), warranty premiums, any finance arrears and any such associated costs and any negative equity transferred from a previous finance agreement.

  • Exempt commercial purchaser means any person purchasing commercial insurance that, at the time of placement, meets the following requirements:

  • Purchasing group means any group which:

  • Additional Financing has the meaning set forth in Section 16.3(a).

  • Purchaser Group means, at any time, the group of companies comprised of the Purchasers, the Guarantor and the Guarantor’s subsidiaries at that time.

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Additional Form 10-K Disclosure As defined in Section 11.05.

  • Additional Secured Parties means any Additional Agents and any Additional Creditors.

  • Forward Hedge Selling Period means, subject to Section 2(c) hereof, the period of one to 20 consecutive Trading Days (as determined by the Company in the Company’s sole discretion and specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) specifying that it relates to a “Forward”) beginning on the date specified in the applicable Placement Notice (as amended by the corresponding Acceptance, if applicable) or, if such date is not a Trading Day, the next Trading Day following such date and ending on the last such Trading Day or such earlier date on which the Forward Seller shall have completed the sale of Forward Hedge Securities in connection with the applicable Forward; provided that if, prior to the scheduled end of any Forward Hedge Selling Period (x) any event occurs that would permit the Forward Purchaser to designate a “Scheduled Trading Day” as an “Early Valuation Date” (as each such term is defined in the Master Forward Confirmation) under, and pursuant to the provisions opposite the caption “Early Valuation” in Section 2 of the Master Forward Confirmation or (y) a “Bankruptcy Termination Event” (as such term is defined in the Master Forward Confirmation) occurs, then the Forward Hedge Selling Period shall, upon the Forward Seller becoming aware of such occurrence, immediately terminate as of the first such occurrence. Any Forward Hedge Selling Period then in effect shall immediately terminate upon the termination of this Agreement pursuant to Section 9 or Section 13 hereof and as set forth in Sections 2(b) and 4 hereof.

  • Initial Purchase Date means the date on which the first Purchase made pursuant to this Agreement shall occur.

  • Underwriter means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

  • Exchanging Dealer means any Holder (which may include any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New Securities any Securities that it acquired for its own account as a result of market-making activities or other trading activities (but not directly from the Company or any Affiliate of the Company) for New Securities.

  • Purchasing Party means a Party requesting or receiving a Service from the other Party under this Agreement.