Buyer Covered Person definition
Buyer Covered Person means, with respect to the Buyer as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).
Buyer Covered Person has the meaning set forth in Section 4.35.
Buyer Covered Person means Buyer, its Affiliates (including Ameritech) and their respective accounting and legal representatives (internal and external), as well as their respective officers, directors, employees and agents.
Examples of Buyer Covered Person in a sentence
No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to Buyer or, to Buyer’s knowledge, any Buyer Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3) is applicable.
More Definitions of Buyer Covered Person
Buyer Covered Person has the meaning set forth in Section 6.04(c). “Buyer Indemnifying Parties” has the meaning set forth in Section 7.03. “Buyer Indemnitees” has the meaning set forth in Section 7.02. “Buyer Return” has the meaning set forth in Section 6.06(b)(ii). “Buyer Specified Representations” means Section 5.01 (Organization; Power; Execution), Section 5.02 (Non-Contravention), and Section 5.04 (Brokerage Fees). “Cap” has the meaning set forth in Section 7.04(a). “CARES Act” means, collectively, (a) the Coronavirus, Aid, Relief and Economic Security Act (Pub. L. 116-136), (i) as amended by each of (1) the Paycheck Protection Program and Health Care Enhancement Act, (2) the Paycheck Protection Program Flexibility Act of 2020, (3) the Economic Aid to Hard-Hit Small Businesses, Nonprofits, and Venues Act, (4) Title V of the American Rescue Plan Act of 2021 (“ARP Act”), and (5) the PPP Extension Act of 2021, and (ii) as otherwise amended from time to time, and the regulations promulgated thereunder, as amended, and (b) the Consolidated Appropriations Act, 2021, as amended from time to time, and the regulations promulgated thereunder, as amended. “Cash” means the cash, cash equivalents and marketable securities of the Company Entities, as adjusted for deposits in transit, outstanding checks and pending electronic transfers, determined in accordance with GAAP; provided, however, that “Cash” shall not include any of the foregoing to the extent held as security by any counterparty of any Company Entity or otherwise classified as restricted under GAAP. “Cash Consideration” means $27,000,000, and shall be subject to adjustment pursuant to Section 2.03(b) and Section 2.04. “Certified Closing Indebtedness” has the meaning set forth in Section 2.03(a). “Certified Transaction Expenses” has the meaning set forth in Section 2.03(a). “Chancery Court” has the meaning set forth in Section 8.08(b). “Change of Control of Buyer” means a sale or other transfer of (i) fifty percent (50%) or more of the voting interests of Buyer or (i) substantially all of the assets of Buyer, in each case to a Person that is not an Affiliate of Buyer. “Claim” has the meaning set forth in Section 7.05. “Claim Notice” has the meaning set forth in Section 7.05. “Closing” has the meaning set forth in Section 2.01. “Closing Cash” means the Cash as of the Effective Time; provided, however, that Closing Cash shall not exceed $400,000. “Closing Date” has the meaning set forth in Section 2.01.
Buyer Covered Person has the meaning given to it in clause 16.2;
Buyer Covered Person has the meaning set forth in Section 6.2(a).