Buyer Interest definition
Examples of Buyer Interest in a sentence
At the Closing, Seller shall deliver or cause one or more of its Affiliates to deliver to Buyer (i) the documents described in Section 5.3 hereof, (ii) the Buyer Interest and (iii) such other documents and instruments as counsel for Buyer and Seller mutually agree to be reasonably necessary to consummate the transactions described herein.
Buyer is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite power and authority to acquire the Buyer Interest.
Subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and as of the Closing Date, Seller shall sell, assign, transfer, convey and deliver to Buyer, free of all liens and encumbrances, and Buyer shall purchase, the Buyer Interest.
The aggregate purchase price for the Buyer Interest shall be three hundred fifty-seven million Dollars ($357,000,000) in the aggregate, subject to adjustment as provided in Section 1.4 (the "Purchase Price").
The Parties further agree that, where they agree within 12 months after the Closing Date that an identified Additional Buyer Interest is integral to the use, development, making and commercialisation of any Compound, the Parties shall effect the transfer of such Additional Buyer Interest, regardless of the time required to do so.
Each Holder (a) has such knowledge and experience in financial and business matters that he or it is capable of evaluating the risks of an investment in the HEICO Stock and Buyer Interest, (b) has had the opportunity to discuss the transactions contemplated hereby with Parent and (c) has had the opportunity to obtain such information pertaining to Parent and Buyer as has been requested, including, but not limited to, filings made by Parent with the SEC under the Exchange Act.
Each Holder is acquiring the HEICO Stock and Buyer Interest for his or its own account (or, in the case of the Company, for distribution to the Owners) and not with a view to, or for the sale in connection with, any distribution thereof within the meaning of Section 2(11) of the Securities Act (except in compliance with applicable state and federal securities laws).
Seller owns a 51% membership interest in the Company (the "Buyer Interest").
On each Settlement Date, the Agent will apply the Principal Collections on deposit in the Collection Account to make the following distributions in the following amounts: (i) if any Purchase Request shall have been delivered in accordance with Section 2.2, to Seller to fund the Purchase Price of the Buyer Interest to be made on such date; otherwise, (ii) to the Agent for the account of the Buyers as a further reduction of Buyer Investments.
Subsequent to the occurrence of the foregoing events and the Dividend Distribution, Buyer is purchasing the Purchased Investments and the Equity of SCB United Kingdom and SCB Australia, the Purchased Investments and the Buyer Interest, and ACM LLC is purchasing the Buyer LLC Interest, in each case for investment for its own account and not with a view to, or for sale in connection with, any public distribution thereof.