Disqualified Purchaser definition

Disqualified Purchaser means a Person who (i) is or would be the beneficial owner (as defined in Rule 13d-3 promulgated under the Exchange Act) of five percent (5%) or more of the outstanding Common Stock after giving effect to any purchases of Deliverable Common Stock from Holder in connection with an Exchange or (ii) is listed on Schedule A to this Agreement.

Disqualified Purchaser means, on any date, (a) any Competitor and (b) any Affiliate of any Person identified in clause (a) above; provided that the foregoing shall not include any Person of the type listed in clause (c) of the definition of “Institutional Investor” that would otherwise be deemed to be an Affiliate of a Competitor solely because it holds a passive investment in a Competitor.

Disqualified Purchaser means each institutional investor, bank or other financial institution previously identified in writing to the Purchasers and the Collateral Agent and set forth in that certain letter agreement dated as of the date hereof delivered by the Issuer to the Purchasers and the Collateral Agent (the “Disqualified Purchaser Letter”), and each Person known to the applicable Purchaser seeking to sell all or a portion of the Note(s) held by it to be an Affiliate thereof and any Person that is readily identifiable as an affiliate thereof on the basis of its name; provided that in no event shall any bona fide (A) debt fund, (B) investment vehicle, (C) regulated bank entity or (D) non-regulated lending entity, in each case, that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business (each, a “Bona Fide Lending Affiliate”) be a Disqualified Purchaser, unless such Bona Fide Lending Affiliate is identified in the Disqualified Purchaser Letter.

Examples of Disqualified Purchaser in a sentence

• No Default shall exist, or would result from the Initial Loan or from the application of the proceeds thereof.

• Subject to Section 4.13, any Purchaser may at any time, without the consent of, or notice to, the Issuer, sell to one or more Persons participating interests in its Notes, commitments or other interests hereunder (any such Person, a “Participant”), provided, no participation shall be made to the Issuer or any of their respective Affiliates, any natural person or any Disqualified Purchaser.

• Subject to Section 4.13, any Purchaser may at any time, without the consent of, or notice to, the Issuers or the Agent, sell to one or more Persons participating interests in its Notes, commitments or other interests hereunder (any such Person, a “Participant”), provided, no participation shall be made to any Credit Party or any of their respective Affiliates, any natural person or any Disqualified Purchaser.

• The Republic will deliver the Securities to the Dealer Managers by not later than 9:30 a.m. (New York time) on December 10, 2004, or such other time and date as the Dealer Managers and the Republic may agree upon in writing (such time and date are herein called the “Closing Date”) by causing DTC to credit the Securities to the accounts specified by the Dealer Managers; provided, that the Republic shall not be obligated to deliver Securities in respect of any Disqualified Purchaser (as defined below).

• No such assignment shall be made to (A) the Parent or any of the Parent’s Affiliates or Subsidiaries or (B) any Disqualified Purchaser.

More Definitions of Disqualified Purchaser

Disqualified Purchaser means (a) any Company Competitor, (b) any Affiliate of a Person described in the preceding clause (a) that, in each case, is either reasonably identifiable as such or is identified as such in writing by or on behalf of the Issuer to the Purchasers from time to time on or after the Closing Date and (c) unless the Issuer consents (x) any Affiliate of the Issuer or (y) any Person that holds more than 5.0% of the Issuer’s Common Stock, except in the case of this clause (y), any Person that is already a Purchaser hereunder, so long such Person otherwise became a Purchaser in accordance with the terms of this Agreement. The Issuer shall, upon request of any Purchaser, identify whether any Person identified by such Purchaser as a proposed assignee or Participant is a Disqualified Purchaser.

Disqualified Purchaser means any competitor of the Gauzy Companies that is identified in writing to the Administrative Agent (which list of competitors may be supplemented from time to time by the Company after the Effective Date) or any Affiliate of such Person.

Disqualified Purchaser means Spalding Regional Medical Center or any other entity which: (i) does not directly, or through an Affiliate, provide behavioral health or substance abuse treatment services and which proposes to use the Hospital for the provision of goods or services wholly unrelated thereto; or (ii) an entity that operates an acute care hospital headquartered within a fifteen (15) mile radius of the Hospital. Notwithstanding the foregoing, no individual or entity shall be deemed to be a Disqualified Purchaser if it is purchasing assets or securities in connection with an initial public offering of Acadia HealthCare, LLC’s securities or in a transaction in which Acadia HealthCare, LLC otherwise is taken “public.” In any instance where the third party purchaser changes or the terms of such third party offer to purchase changes, the Hospital shall be afforded an additional right of first refusal in accordance with this Section 12.2.

Disqualified Purchaser means each institutional investor, bank or other financial institution previously identified in writing to the Purchasers and the Collateral Agent and set forth in that certain letter agreement dated as of the date hereof delivered by the Issuer to the Purchasers and the Collateral Agent (the “ Disqualified Purchaser Letter”), and each Person known to the applicable Purchaser seeking to sell all or a portion of the Note(s) held by it to be an Affiliate thereof and any Person that is readily identifiable as an affiliate thereof on the basis of its name; provided that in no event shall any bona fide (A) debt fund, (B) investment vehicle, (C) regulated bank entity or (D) non-regulated lending entity, in each case, that is primarily engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business (each, a “Bona Fide Lending Affiliate”) be a Disqualified Purchaser, unless such Bona Fide Lending Affiliate is identified in the Disqualified Purchaser Letter.

Disqualified Purchaser means any Person identified in writing to the Administrative Agent on or prior to the Closing Date and any known or reasonably identifiable Affiliate thereof on the basis of such Affiliate’s name.

Disqualified Purchaser. Any Person specified in Part B of Schedule B attached hereto, any Competitor, and any Affiliate of the foregoing (i) whose name is recognizably related to said Person or (ii) is otherwise actually known by the Issuer to be related to said Person.

Disqualified Purchaser means any Person to whom the Board reasonably objects due to such Person's past business practices or the past business practices of any of such Person's Affiliates or any of their respective officers, directors or Persons holding similar positions (which are not in accordance with ethical, generally acceptable and responsible business practices) or such Person's general reputation in the business community (or the general reputation in the business community of any of such Person's Affiliates or any of their respective officers, directors or Persons holding comparable positions (which reputation has a non-favorable element which gives the Board reasonable concern).