Equity Buyer definition

Equity Buyer shall have the meaning given to such term in the preamble.
Sample 1Sample 2
Equity Buyer has the meaning set forth in the preamble to this Agreement.
Sample 1
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,
Sample 1

Examples of Equity Buyer in a sentence

  • For reasons of feelings of shame, the Claimant had not sought treatment; additionally, the condition was less well recognised at the time of the Claimant’s service in the RAF.

  • 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 is purchasing the Shares for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof in violation of any securities Law.

  • Equity Buyer acknowledges that the Shares have not been registered under any federal, state or foreign securities Laws and that the Shares may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under any federal, state or foreign securities Laws or is effected pursuant to an exemption from registration under any federal, state or foreign securities Laws.

  • In the event of a disagreement concerning any Separate Seller Tax Return or any comments made by Equity Buyer thereto pursuant to this Section 5.2(c), Equity Seller and Equity Buyer shall use their respective good faith efforts to resolve any disagreement in connection with Equity Buyer’s comments.

  • At the Initial Closing, in exchange for Enterprises’ assignment to Buyer of the ICG Equity, Buyer and Hightimes shall deliver to Enterprises 600,000 shares of Series A Preferred Stock, including a stock certificate evidencing such shares of Series A Preferred Stock, and Enterprises and Harvest Health shall deliver to Hightimes a Lockup Agreement and to Axxx X.

  • The engagement letter will specifically require the Accounting Firm to review Section 2.7 of this Agreement, as well as any other provisions of this Agreement deemed relevant by any of Equity Buyer, Equity Seller or the Accounting Firm.

  • Equity Buyer (or its designee) shall review and comment on such draft Separate Seller Tax Returns in good faith within fifteen (15) days after receipt thereof.

  • 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.

  • 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.


More Definitions of Equity Buyer

Equity Buyer has the meaning set forth in the preamble.
Sample 1

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 to this Agreement.

  • 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 the shares of an Acquiring Fund to be issued to the corresponding Target Fund in a reorganization under this Agreement.

  • Principal Stockholder means, collectively, (i) the Sponsor and (ii) any affiliate or successor of a person referenced in clauses (i) and (ii) of this definition.

  • 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 any class 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 one or more Company Shares;

  • Equity Line Transaction Documents means this Agreement and the Registration Rights Agreement.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • 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.

  • repurchase transaction means a transaction governed by an agreement by which a counterparty transfers securities or guaranteed rights relating to title to securities where that guarantee is issued by a recognised exchange which holds the rights to the securities and the agreement does not allow a counterparty to transfer or pledge a particular security to more than one counterparty at a time, subject to a commitment to repurchase them, or substituted securities of the same description at a specified price on a future date specified, or to be specified, by the transferor, being a repurchase agreement for the counterparty selling the securities and a reverse repurchase agreement for the counterparty buying them;

  • Shares Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such; provided that, if such Person is determined not to have become an Acquiring Person pursuant to Section 1(a) hereof, then no Shares Acquisition Date shall be deemed to have occurred.

  • 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 price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten 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 X. Xxxx, Xxx X. Xxxxxxx and Xxxxx X. Xxxxxx, and their respective assignees or successors in interest.