Buyer Rights definition

Buyer Rights means the preferred stock purchase rights issued pursuant to the Buyer Rights Agreement.
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Buyer Rights issued pursuant to a Rights Agreement, dated as of June 4, 1997, between Buyer and American Stock Transfer & Trust Company, presently associated with each share of Buyer's Common Stock; and (iv) shares issuable to former shareholders of corporations previously acquired by Buyer pursuant to the agreements governing such acquisitions.
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Buyer Rights shall have the meaning set forth in Section 5.10.
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Examples of Buyer Rights in a sentence

  • Before conducting the Audit, the Accountant must execute a reasonable confidentiality agreement with the Buyer and, if applicable, the relevant Buyer Rights Group member.

  • Execution of this Agreement and consummation of the Merger and the other transactions contemplated by this Agreement will not result in the grant of any rights to any Person under the Buyer Rights Agreement (other than as contemplated by Section 3.1) or enable or require the Buyer Rights to be exercised, distributed or triggered.

  • Subject to the terms and conditions of this Agreement, Buyer shall make each applicable payment (each a “Milestone Payment”) set forth in Section 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii) to the Seller promptly (and in any event no later than [**]) after the achievement by any member of the Buyer Rights Group of the relevant event listed under Sections 1.11(a)(i), Section 1.11(a)(ii) or Section 1.11(a)(iii), respectively (each, a “Milestone Event”).

  • Notwithstanding anything to the contrary herein and for the avoidance of doubt, no Milestone Payment or Earn-Out Payment shall be due to the Seller for any MRT Product sold by Seller Parent or any of its controlled Affiliates, any of their respective distributors on their behalf or any of their respective licensees with respect to such MRT Product if such MRT Product was licensed to or acquired by Seller Parent or any of its controlled Affiliates from a member of the Buyer Rights Group.

  • Buyer shall not unreasonably withhold consent to incorporation if Seller demonstrates that it has licenses to such intellectual property that enable it to comply with paragraphs (ii), (iii), and (iv) of Customer and Buyer Rights above.

  • No event or sequence of events has occurred that has resulted in or may result in any Person becoming an Acquiring Person, as such term is defined in the Buyer Rights Agreement.

  • No "Shares Acquisition Date" or "Distribution Date" (as such terms are defined in the Buyer Rights Agreement) has occurred.

  • Except as set forth above and except pursuant to the Buyer Rights Agreement, there are no other Equity Secu- rities of Buyer outstanding.

  • Buyer has designated 1,000,000 shares of Buyer Preferred Stock as "Series A Junior Participating Pre- ferred Stock" and has reserved such shares for issuance upon exercise of Preferred Stock Purchase Rights under a Rights Agreement dated May 23, 1988 (the "Buyer Rights Agreement"), between Buyer and Mercantile Bank of St. Louis National As- sociation, as Rights Agent.

  • The Buyer shall provide written notice to the Representative within five (5) Business Days of submission by the Buyer or any member of the Buyer Rights Chain Group of (i) any BLA to the FDA and (ii) any MAA to the EMA, in each case in respect of the Fibrocaps Products.


More Definitions of Buyer Rights

Buyer Rights means Buyer rights, each exchangeable for one-tenth (1/10) of one share of Buyer Common Stock upon the consummation of an initial Business Combination (as defined in the Buyer’s Amended and Restated Certificate of Incorporation).
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Buyer Rights has the same meaning as the term “Rights” under the Buyer Rights Plan.
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Buyer Rights means the Equity Rights issued pursuant to the Buyer Rights Agreement.
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Buyer Rights has the meaning given to it in clause 11.2;
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Buyer Rights shall have the meaning ascribed thereto in Section 3.02(a) hereof.
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Related to Buyer Rights

  • Water Rights means: (1) with respect to any Person, all of such Person’s right, title and interest in and to any water stock, permits or entitlements and any other water rights related to or appurtenant to property owned or leased by such Person, and (2) with respect to any property, any water stock, permits or entitlements and any other water rights related to or appurtenant to such property.

  • Seller Warranties shall have the meaning ascribed to the term in Clause 7.1.

  • Seller’s Warranties means Seller’s representations and warranties set forth in Section 9.2 and the Closing Documents executed by Seller, as such representations and warranties may be deemed modified or waived by Buyer pursuant to the terms of this Agreement.

  • Buyer Closing Certificate has the meaning set forth in Section 7.03(d).

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Buyer Shares means the common stock, with a par value of $0.0001 per share, of Buyer.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Purchaser Warranties shall have the meaning ascribed to the term in Clause 8.1;

  • Shareholder Rights Plan means the amended and restated shareholder rights plan agreement dated as of November 10, 2015 between Parent and American Stock Transfer and Trust Company, LLC, as rights agent, as amended and restated as of April 18, 2016, as further amended, restated, succeeded or replaced from time to time, and any similar plan adopted from time to time;

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.

  • Purchaser’s Warranties means the warranties of the Purchaser set out in Clause 6.2 and Schedule 2;

  • Buyer has the meaning set forth in the preamble.

  • Membership Rights means all of the rights of a Member in the Company, including a Member’s: (a) Interest; (b) right to inspect the Company’s books and records; (c) right to participate in the management of and vote on matters coming before the Company; and (d) unless this Operating Agreement or the Certificate of Formation provide to the contrary, right to act as an agent of the Company.

  • Buyer Data means all data, records, files, information or content, including text, sound, video, images and software, that is (a) input or uploaded by Buyer or its Users to or collected, received, transmitted, processed, or stored by Buyer or its Users using the Software or SaaS Service in connection with this Agreement, or (b) derived from (a). Buyer Data is Confidential Information of Buyer.

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Water right means a legal authorization, such as a permit, claim, or other authorization, on record with or accepted by the department of ecology, authorizing the beneficial use of water in accordance with all applicable state laws.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.

  • Buyer SEC Documents shall have the meaning set forth in Section 4.10(a).

  • Company Shares means the common shares in the capital of the Company;

  • Buyer Disclosure Letter means the letter, dated as of the date hereof, delivered by Buyer to Seller prior to the execution of this Agreement and identified as the Buyer Disclosure Letter.

  • Seller Consents has the meaning set forth in Section 3.03.

  • Buyer Disclosure Schedule means the disclosure schedule delivered by Buyer to Seller on the date hereof.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.