Equity Buyer definition

Equity Buyer shall have the meaning given to such term in the preamble.
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Equity Buyer has the meaning set forth in the preamble.
Sample 1
Equity Buyer has the meaning set forth in the preamble to this Agreement.
Sample 1

Examples of Equity Buyer in a sentence

  • The State Procurement Director and the Credit Card Coordinator/Administrator will initiate an Emergency Purchasing Card Program.

  • For applicable income Tax purposes, the sale and purchase of the Membership Interests shall be treated as acquisition by Equity Buyer of 100% of the Company’s assets, an assumption by Equity Buyer of 100% of the Company’s liabilities and a sale by Equity Seller of 100% of the Company’s assets.

  • So long as such election does negatively impact Equity Seller’s tax position, at Equity Buyer’s request, Equity Seller and Equity Buyer shall jointly make a timely election provided for by Section 338(h)(10) of the Code and any analogous state, local or foreign tax election to the extent such election is separately available (the “Election”) with respect to the transactions contemplated by this Agreement.

  • Equity Buyer and Equity Seller shall submit to the Accounting Firm for review and resolution all matters that are set forth in the Notice of Disagreement which remain in dispute.

  • Each Equity Buyer has such knowledge and experience in financial and business matters and investments in general that make it capable of evaluating the merits and risks of purchasing the GCA Equity.

  • He was even forced to drop six units during the time the show was on-going.All that, for a birthday present he gave himself.

  • All Seller Tax Returns shall be prepared in a manner consistent with past customs and practices employed by the Company to the extent not inconsistent with applicable Law and by Ernst & Young US LLP or, if not such firm, another accounting firm reasonably acceptable to Equity Buyer.

  • In the same way, we need you for interaction and inspiration for the orientation of our mission.

  • Each Equity Buyer acknowledges the GCA Equity is not registered under the Securities Act or any state or non-U.S. Law of similar effect, and that the GCA Equity may not be transferred or sold except pursuant to the registration provisions of such Laws or pursuant to an applicable exemption therefrom as applicable.

  • Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “Closing”) shall take place remotely via the exchange of documents and signatures at 10:00 am Eastern Time on the date hereof, or at such other time, date and location as Equity Seller and Equity Buyer agree in writing.


More Definitions of Equity Buyer

Equity Buyer has the meaning set forth in the introductory paragraph. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Affiliate” means any Person that, together with either Company, is or was (at any relevant time) treated as a single employer under Section 414 of the Code. “Escrow Agent” means City National Bank. “Escrow Agreement” means an escrow agreement among the Equity Buyer, UQF and the Escrow Agent, in the form (other than the completion of the date thereof) attached hereto as Exhibit B. “Estimated Cash” has the meaning set forth in Section 2.3. “Estimated Closing Statement” has the meaning set forth in Section 2.3. “Estimated Indebtedness” has the meaning set forth in Section 2.3. “Estimated Transaction Expenses” has the meaning set forth in Section 2.3. “Estimated Transaction Payments” has the meaning set forth in Section 2.3. “Estimated Working Capital” has the meaning set forth in Section 2.3. “Excess Amount” has the meaning set forth in Section 2.4(c). “FDA” means the United States Food and Drug Administration. “Final Cash” has the meaning set forth in Section 2.4(a). “Final Closing Cash Purchase Price” means an aggregate amount equal to (a) One Hundred Sixty-Seven Million Five Hundred Thousand Dollars ($167,500,000), plus (b) Final Cash, plus (c)(x) the amount, if any, that Final Working Capital is greater than Working Capital Target or minus (y) the amount, if any, that Final Working Capital is less than Working Capital Target,
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Related to Equity Buyer

  • Equity Investor means the tax credit investor or syndicator for the proposed project who will acquire an ownership interest in the proposed project and who contributes capital to the Project Sponsor and the closing of the syndication. Equity Investors provide the capital requirements of the Project Sponsor either in the form of a single contribution at the time of entry or a staged level of contributions.

  • Buyer Parent has the meaning set forth in the Preamble.

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • Principal Stockholders CERTAIN TRANSACTIONS," "DESCRIPTION OF SECURITIES," and "SHARES ELIGIBLE FOR FUTURE SALE" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects;

  • Acquisition Shares means each class of shares of beneficial interest of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of all outstanding classes or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its “affiliate” or “associate” (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its “affiliate” or “associate” as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Company Shareholder means a holder of Company Shares.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Previously Acquired Shares means shares of Common Stock that are already owned by the Participant or, with respect to any Incentive Award, that are to be issued upon the grant, exercise or vesting of such Incentive Award.

  • Shares Acquisition Date means the first date of public announcement by the Company or an Acquiring Person that an Acquiring Person has become such.

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Co-Investor means any of (a) the assignees, if any, of the equity commitments of any Sponsor who become holders of Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) on the Original Closing Date in connection with the acquisition of the Company by the Sponsor and (b) the transferees, if any, that acquire, within 90 days of the Original Closing Date, any Equity Interests in the Borrower (or any of the direct or indirect parent companies of the Borrower) held by any Sponsor as of the Original Closing Date.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • Company Acquisition Transaction means any transaction or series of transactions involving:

  • Controlling Shareholder means any shareholder owning more than fifty

  • Company Shareholders means holders of Company Shares.

  • Make-Whole Acquisition Stock Price means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Closing Warrants shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Principal Shareholders means Xxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx Xxxxx and Xxxx Persons.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

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

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.