Examples of Majority Buyer in a sentence
In the event that Buyer shall not have received repayment in full of the Aggregate Repurchase Price and the other Obligations of Sellers under the Transaction Documents following its liquidation of the Purchased Loans and the other Repurchase Assets, Majority Buyer may, in its sole and absolute discretion, pursue each Seller and Guarantor (to the extent provided in the Guaranty Agreement ) for all or any part of any deficiency.
If a portion of the Purchase Price is deferred pursuant to Section 6.16(b), following the Closing, the Majority Buyer will deliver, or cause to be delivered, to Holdings payment of the Deferred Purchase Price Amount, on the terms and conditions as set forth on Exhibit D by wire transfer of immediately available funds to an account designated by Holdings.
Parent, the Sellers and the Company shall (and Parent, the Sellers and the Company shall cause their respective Affiliates and Representatives to), immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Majority Buyer and its Affiliates) conducted heretofore with respect to any of the foregoing.
All payoff and release letters in a form reasonably acceptable to the Majority Buyer (the “Payoff Letters”) from the holders (or their authorized agents) of the Payoff Debt that reflect the amounts (the “Payoff Amounts”) required in order to pay in full all Payoff Debt.
This Agreement may be amended, modified or supplemented only by written agreement of Parent, Holdings and Majority Buyer.
At the Closing, Parent shall provide Majority Buyer a statement setting forth the date(s) of such funding(s) and each Exchange Rate with respect thereto.
Holdings, as the Escrow Representative, shall be responsible, on behalf of any or all of the Sellers, for giving notices to, and receiving notices from, Majority Buyer and/or the Escrow Agent, and any such notice received by Majority Buyer and/or the Escrow Agent from Holdings in its capacity as the Escrow Representative, or delivered to Holdings in its capacity as the Escrow Representative by Majority Buyer and/or the Escrow Agent, shall be binding upon each Seller.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Majority Buyer, and any amendment to this Agreement made in conformity with the provisions of this Section 10(e) shall be binding on all Buyers and holders of Securities, as applicable.
For the avoidance of doubt, no Rollover Shares retained by the Rollover Participants shall be considered Acquired Interests, Majority Buyer shall not acquire any Rollover Shares, and no portion of the Purchase Price, the Purchase Price Adjustment or any other payment to be made to the Sellers hereunder shall be paid to the Rollover Participant’s with respect to their Rollover Shares.
Notwithstanding the foregoing, Holdings shall not be required to cause the Company, and the Company shall not be required to, nor shall it be required to cause its Subsidiaries to, grant access or furnish information to Majority Buyer or any of Majority Buyer’s Representatives to the extent that such information (A) is subject to an attorney/client or attorney work product privilege or (B) relates to individual medical histories.