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Preemptive Purchaser definition

Preemptive Purchaser has the meaning set forth in Section 2.3(b)(i) of this Amended and Restated Agreement.
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Preemptive Purchaser has the meaning specified in Section 4.1.
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Preemptive Purchaser has the meaning specified in Section 3.1. (pp) “Preemptive Rights Notice” has the meaning specified in Section 3.1. (qq) “Preemptive Rights Offer” has the meaning specified in Section 3.2. (rr) “Preemptive Stockholder” has the meaning specified in Section 3.1.
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Examples of Preemptive Purchaser in a sentence

  • Such Subsequent Response Notice shall constitute the irrevocable agreement of such Preemptive Purchaser to purchase the quantity of Unsubscribed Securities indicated in such Subsequent Response Notice at the price and upon the terms stated in the Issuance Notice.

  • Such Response Notice shall constitute the irrevocable agreement of such Preferred Holder (a "Preemptive Purchaser") to purchase all (but not less than all) of such Preemptive Purchaser's Pro Rata Share of the Preemptive Interests at the price and upon the terms stated in the Issuance Notice.

  • If such Preemptive Purchasers subscribe for more than the Unsubscribed Securities available, the Unsubscribed Securities shall be allocated among each such Preemptive Purchaser in proportion to each such Preemptive Purchaser's respective Pro Rata Share.

  • Each Preemptive Purchaser shall have ten (10) days from the date the Subsequent Issuance Notice is received to agree to purchase all or any portion of the Unsubscribed Securities by giving a second Response Notice (the "Subsequent Response Notice") and stating therein the quantity of Unsubscribed Securities to be purchased.

  • Any purchase of Preemptive Interests by any Preemptive Purchaser pursuant to the this Section 2.3 shall be consummated on the closing date specified in the Issuance Notice (or, if other Persons are purchasing Unrestricted Additional Securities, the date on which such Unrestricted Additional Securities are first issued and sold to such other Persons).

  • Each Preemptive Purchaser’s pro rata share shall be the ratio of the number of shares of the Ordinary Shares of the Company (on an as-converted basis) then held by such Preemptive Purchaser as of the date of the Rights Notice (as defined in Article 11(b)(ii)), to the sum of the total number of Ordinary Shares (on an as-converted basis) issued and outstanding as of such date.

  • Not fewer than twenty (20) days prior to the consummation of the Issuance, a notice (the "Preemption Notice") shall be furnished by the Company to each holder of Other Securities (collectively, the "Preemptive Purchaser Offerees").

  • Subject to providing the Preemptive Rights Notice in accordance with this Section 4.1(a), the Corporation may proceed to consummate a sale or issuance of New Securities to the Preemptive Purchaser, so long as the Corporation subsequently gives effect to the right of each Preemptive Stockholder to purchase its respective Pro Rata Portion of such New Securities.

  • Such Response Notice shall constitute the irrevocable agreement of such Purchaser (a "Preemptive Purchaser") to purchase all (but not less than all) of such Preemptive Purchaser's Pro Rata Share of the Preemptive Interests at the price and upon the terms stated in the Issuance Notice.

  • Each Preemptive Purchaser's PRO-RATA share shall be the ratio of the number of shares of the Company's Ordinary Shares (assuming for purposes of this Section that all Preferred Shares have been converted into Ordinary Shares) then held by such Preemptive Purchaser as for the date of the Rights Notice (as defined in the subsection 12(b)), to the sum of the total number of Ordinary Shares outstanding as of such date (calculated on an as converted basis).

Related to Preemptive Purchaser

  • Prospective Purchaser has the meaning set forth in Section 2.3(b)(i) hereof.

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

  • Preemptive Right has the meaning set forth in Section 5.1 hereof.

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

  • Preemptive Rights is defined in Section 4.8(b).

  • Transferring Shareholder has the meaning set out in Section 6.1;

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Transferring Stockholder has the meaning set forth in Section 4.04(a).

  • Offered Shares has the meaning set forth in Section 3.02(a).

  • Purchaser Warrants means Purchaser Private Warrants and Purchaser Public Warrants, collectively.

  • Selling Shareholders has the meaning set forth in Section 5.6(a)(i).

  • Selling Member has the meaning set forth in Section 10.5(a).

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

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

  • Defaulting Purchaser means, subject to Section 2.11(c), any Purchaser that (a) has failed to (i) fund all or any portion of such Purchaser’s Pro Rata Share of any Payment Amount by the time such amount was required to be funded hereunder unless such Purchaser notifies the Administrative Agent and the Seller Representative in writing that such failure is the result of such Purchaser’s good faith determination that one or more of the conditions precedent to funding (specifically identified in writing and including the particular default if any) has not been satisfied, or (ii) pay to the Administrative Agent or any other Purchaser any other amount required to be paid by it hereunder within two Business Days of the date when such payment is due, (b) has notified the Seller Representative, any Seller, the Administrative Agent, or any Purchaser in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to the effect that it does not intend to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Purchaser’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after written request by the Administrative Agent or the Seller Representative, to confirm in writing to the Administrative Agent and the Seller Representative that it will comply with its prospective funding obligations hereunder (provided that such Purchaser shall cease to be a Defaulting Purchaser pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Seller Representative) or (d) has, or has a direct or indirect parent company that has, (i) become the subject of an Insolvency Event; provided that a Purchaser shall not be a Defaulting Purchaser solely by virtue of the ownership or acquisition of any equity interest in that Purchaser or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Purchaser with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Purchaser (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Purchaser. Any determination by the Administrative Agent that a Purchaser is a Defaulting Purchaser under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Purchaser shall be deemed to be a Defaulting Purchaser (subject to Section 2.11(c)) upon delivery of written notice of such determination to the Seller Representative and each Purchaser.

  • Unsubscribed Shares means the Rights Offering Shares that have not been duly purchased by the Rights Offering Participants in accordance with the Rights Offering Procedures and the Plan.

  • Investor shall have the meaning specified in the preamble to this Agreement.

  • Third Party Purchaser means any Person who, immediately prior to the contemplated transaction, (a) does not directly or indirectly own or have the right to acquire any outstanding Common Stock or (b) is not a Permitted Transferee of any Person who directly or indirectly owns or has the right to acquire any Common Stock.

  • Selling Stockholders means Purchaser and any other purchaser of Units in the Offering, and their respective successors and assigns.

  • Remaining Shares has the meaning set forth in Section 4.1.2.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Controlling Shareholder means any shareholder owning more than fifty

  • Purchaser Shares means the common shares in the capital of the Purchaser.

  • Company Securities has the meaning set forth in Section 3.02(b)(ii).

  • Other Selling Stockholders means persons other than Holders who, by virtue of agreements with the Company, are entitled to include their Other Shares in certain registrations hereunder.

  • New Securities means, collectively, equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities.

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