Excluded Purchaser definition

Excluded Purchaser means each of the Issuer, the Borrower, and, to the knowledge of the Tender Agent, any Affiliate of the Borrower and any nominee, pledgee, or other Person to the extent such Person is purchasing a Bond for the benefit of any of the foregoing, there being no guarantor of any of the Borrower’s obligations under the Loan Agreement.
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Excluded Purchaser is a Person: (i) whose sales of golf clubs in the United States exceeded 10% of the total sales of golf clubs in the United States during the calendar year prior to the sale or merger date, based on industry reports (or, if no such report is available for such prior calendar year, the most recent prior calendar year for which such report is available); (ii) whose corporate name includes the name of any recognized professional golfer; or (iii) which has over 25% of its capital stock owned by a recognized professional golfer. Any assignee permitted pursuant to the terms of this Section 8(l) must be capable of fulfilling all terms of this Agreement and, further, except for the assignment from Licensee to Golf One, no such assignment shall act to relieve the assignor of its obligations and duties under this Agreement. Upon the request of Golf One following the assignment of this Agreement to Golf One, WSE and Golf One shall enter into a new contract, identical to this Agreement, deleting references to GPG.
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Excluded Purchaser has the meaning stated in Section 1.01 of the Bond Indenture.
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Examples of Excluded Purchaser in a sentence

  • Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Shares so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser.

  • The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser").

  • Any such request by the Seller shall be set forth in a Purchase Notice delivered to the Administrator and each Purchaser Agent (including the Purchaser Agent for such Excluded Purchaser Group) in accordance with Section 1.2(a).

  • Notwithstanding the foregoing, the Seller may request that a Funded Purchase that occurs during the continuance of a Conduit Purchaser Rate Event be made by the Purchasers in an Excluded Purchaser Group on a pro rata basis with the Purchasers in the non-Excluded Purchaser Groups, or on a non-pro rata basis in accordance with Section 1.1(a).

  • Neither the Issuer nor the Borrower will lend, contribute, or otherwise advance funds to any Person for the purchase of Bonds tendered for purchase in accordance with Section 4.06, 4.07, 4.08, 4.09, or 4.10 of the Bond Indenture, if such Person would be an Excluded Purchaser if all relevant facts were known to the Trustee and the Tender Agent, and the Issuer shall not purchase any such Bonds.

  • Notwithstanding the foregoing, in no event may the Remarketing Agent remarket Bonds or any subseries thereof to any Excluded Purchaser while a Credit Facility for such Bond is in effect hereunder.

  • Licensee may not Transfer its rights or obligations under this Agreement except: (i) to a subsidiary or to a Person who controls Licensee; and/or (ii) through a merger or consolidation of Licensee with another Person (other than an Excluded Purchaser); and/or (iii) the sale by Licensee of all or substantially all of its assets to another Person (other than an Excluded Purchaser); and/or (iv) GPG may assign its rights and obligations to Golf One pursuant to the Asset Purchase Agreement.

  • Upon exercise of this Warrant, the holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the shares of Warrant Stock so purchased are being acquired solely for the holder's own account and not as a nominee for any other party, for investment, and not with a view toward distribution or resale and that such holder is an Accredited Investor and an Excluded Purchaser.

  • The holder of this Warrant further represents, by acceptance hereof, that, as of this date, such holder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act (an "Accredited Investor") and an "excluded purchaser" for purposes of Section 25102(f) of the California Corporate Securities Law of 1968 (an "Excluded Purchaser").

  • For purposes of this Section 4.9, an "Excluded Purchaser" means (A) Yell Group Ltd., (B) any Subsidiary of Yell Group Ltd., or (C) any direct or indirect holder of more than 25% of the equity interest of Yell Group Ltd.


More Definitions of Excluded Purchaser

Excluded Purchaser means (A) Yell Group Ltd., (B) any Subsidiary of Yell Group Ltd., or (C) any direct or indirect holder of more than 25% of the equity interest of Yell Group Ltd. (or any entity under the direct or indirect control of any such holder).
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Excluded Purchaser means DYN and any wholly owned subsidiary of DYN, in each case, that is an Experienced and Creditworthy Operator and not an LCC Competitor.
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Excluded Purchaser means each of the Persons set forth on Exhibit 1.
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Related to Excluded Purchaser

  • Designated Purchaser has the meaning set forth in Section 7.11(b).

  • Qualified Purchaser has the meaning assigned to such term in Section 12.06(e).

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Equity means any Voting Stock in excess of 66% of the total outstanding Voting Stock of any direct Subsidiary of any Grantor that is a Non-U.S. Person. For the purposes of this definition, “Voting Stock” means, as to any issuer, the issued and outstanding shares of each class of capital stock or other ownership interests of such issuer entitled to vote (within the meaning of Treasury Regulations § 1.956-2(c)(2)).

  • Permitted Securitization Transaction Any financing transaction undertaken by the Seller or an Affiliate of the Seller that is secured, directly or indirectly, by the Collateral or any portion thereof or any interest therein, including any sale, lease, whole loan sale, asset securitization, secured loan or other transfer.

  • Bona fide purchaser means a person who in good faith makes a purchase without notice of any outstanding rights of others.

  • Proposed Purchaser shall have the meaning set forth in Section 5.7(a).

  • Excluded Affiliate means any Affiliate of any Agent that is engaged as a principal primarily in private equity, mezzanine financing or venture capital.

  • Excluded Person means each Defendant, the directors and officers of each Defendant, the subsidiaries or affiliates of each Defendant, the entities in which each Defendant or any of that Defendant’s subsidiaries or affiliates have a controlling interest and the legal representatives, heirs, successors and assigns of each of the foregoing.

  • Committed Purchaser means each Person listed as such as set forth on the signature pages of this Agreement.

  • Excluded Holder means (a) any Person who at the time this Plan was adopted was the beneficial owner of 20% or more of the outstanding Common Stock; or (b) the Company, a Subsidiary or any Employee Benefit Plan of the Company or a Subsidiary or any trust holding Common Stock or other securities pursuant to the terms of an Employee Benefit Plan.

  • Excluded Transaction means any transaction in which assets are transferred to: (A) a shareholder of the Company (determined immediately before the asset transfer) in exchange for or with respect to its stock; (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company (determined after the asset transfer); (C) a Person, or more than one Person Acting as a Group, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company (determined after the asset transfer); or (D) an entity at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in clause (C) (determined after the asset transfer).

  • Excluded Obligor means an Obligor so designated in writing as such by the Agent or the Majority Purchasers in a notice to the Seller in good faith and in the Agent’s or the Majority Purchasers’ reasonable judgment relating to credit considerations from time to time, it being understood that from time to time such designation may be revoked by written notice to the Seller.

  • Restricted Purchase means any payment on account of the purchase, redemption or other acquisition or retirement of any capital stock or other securities of, the Borrower.

  • Excluded Amount means, as of any date of determination, with respect to any Asset: (a) any amount that is attributable to the reimbursement of payment by the applicable Borrower of any tax, fee or other charge imposed by any Governmental Authority on such Asset, (b) any interest or fees (including origination, agency, structuring, management or other up-front fees) that are for the account of the applicable Person from whom the applicable Borrower purchased such Asset, (c) any reimbursement of insurance premiums relating to such Asset, (d) any escrows relating to taxes, insurance and other amounts in connection with such Asset which are held in an escrow account for the benefit of the applicable Borrower pursuant to escrow arrangements under the Investment Documents and (e) any amount deposited into the Asset Account in error.

  • Protected Purchaser has the meaning specified in Section 8-303 of the UCC.

  • Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;

  • Excluded Receivable means all indebtedness and other obligations owed to Originator or in which Originator has a security interest or other interest (including, without limitation, any indebtedness, obligation or interest constituting an account, chattel paper, instrument or general intangible) arising in connection with the sale of merchandise or the rendering of services by Originator and further includes, without limitation, the obligation to pay any Finance Charges with respect thereto:

  • Excluded Securities means (i) shares of Common Stock or standard options to purchase Common Stock issued to directors, officers or employees of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above), provided that (A) all such issuances (taking into account the shares of Common Stock issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 5% of the Common Stock issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) shares of Common Stock issued upon the conversion or exercise of Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities (other than standard options to purchase Common Stock issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the shares of Common Stock issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date) and (iv) the shares of Common Stock issuable upon exercise of the SPA Warrants; provided, that the terms of the SPA Warrant are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).

  • Excluded Receivables means, as of any date of determination, all accounts receivable referred to in Item 1 of Schedule 7.01.

  • Excluded Transfer means any transfer of VMTP Shares (1) to a tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (2) in connection with a distribution in-kind to the holders of securities of or receipts representing an ownership interest in any tender option bond trust in which the Purchaser and/or its Affiliates collectively own all of the residual interests, (3) in connection with a repurchase financing transaction or (4) relating to a collateral pledge arrangement.

  • Permitted Securities means any of the following:

  • Excluded Party means any REIT, any parent company of or Person who Controls any REIT in each instance engaged primarily in owning and operating Real Property, and any other Person whom the Borrower has reasonably identified in writing to the Administrative Agent as a competitor or potential competitor of the Borrower.

  • Permitted Security means any Security:

  • Third Party Purchaser has the meaning set forth in Section 3.3.

  • Permitted Securitization means, for any Borrower and its Subsidiaries, any sale, assignment, conveyance, grant and/or contribution, or series of related sales, assignments, conveyances, grants and/or contributions, by such Borrower or any of its Subsidiaries of Receivables (or purported sale, assignment, conveyance, grant and/or contribution) to a trust, corporation or other entity, where the purchase of such Receivables may be funded or exchanged in whole or in part by the incurrence or issuance by the applicable Securitization SPV, if any, of Indebtedness or securities (such Indebtedness and securities being “Attributable Securitization Obligations”) that are to be secured by or otherwise satisfied by payments from, or that represent interests in, the cash flow derived primarily from such Receivables (provided, however, that “Indebtedness” as used in this definition shall not include Indebtedness incurred by a Securitization SPV owed to any Borrower or any of its Subsidiaries, which Indebtedness represents all or a portion of the purchase price or other consideration paid by such Securitization SPV for such receivables or interests therein), where (i) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of such Borrower or any of its Subsidiaries, as applicable, in respect of Receivables sold, assigned, conveyed, granted or contributed, or payments made in respect thereof, are customary for transactions of this type, and do not prevent the characterization of the transaction as a true sale under Applicable Laws (including debtor relief laws) and (ii) any representation, warranty, covenant, recourse, repurchase, hold harmless, indemnity or similar obligations of any Securitization SPV in respect of Receivables sold, assigned, conveyed, granted or contributed or payments made in respect thereof, are customary for transactions of this type.