Purchaser Condition definition

Purchaser Condition means the satisfaction of either of the following: (i) the Maximum Percentage not being in excess of 9.99%, or (ii) such Purchaser has delivered to the Company an opinion of counsel in a form reasonably satisfactory to the Company that the Purchaser is not an Affiliate of the Company.
Sample 1Sample 2Sample 3
Purchaser Condition has the meaning given in clause 4.2;
Sample 1
Purchaser Condition means either (i) that one or more “Purchaser Reasons” (defined below) collectively constitute the preponderance of the reasons articulated by the Commissioner for its decision to refuse to issue the Commissioner’s Approval; or (ii) the Purchaser has voluntarily withdrawn its Form A or has otherwise willfully abandoned its efforts to seek the Commissioner’s Approval, except where the Commissioner has granted approval of an Inconsistent Change of Control.
Sample 1

Examples of Purchaser Condition in a sentence

  • If any Purchaser Condition has not been satisfied by the Closing Date, then Purchaser may, as Purchaser’s sole and exclusive remedy, either (1) terminate this Agreement and the Other Purchase and Sale Agreements, except the provisions hereof and thereof which expressly survive termination, and the Exxxxxx Money shall be returned to Purchaser, or (2) proceed to Closing, in which case such Purchaser Condition shall be deemed to be waived for all purposes.

  • In addition, this Agreement shall continue in full force and effect with respect to Purchaser until (a) the Purchaser Condition no longer remains satisfied, and (b) Purchaser and its Permitted Transferees have sold or otherwise disposed of more than fifty percent (50%) of the Purchaser Shares, and Purchaser agrees to take all actions which may be reasonably requested by the other parties hereto to amend, restate, terminate, or modify this Agreement to effect the foregoing.

  • So long as the Purchaser Condition is satisfied, the Board of Directors of the Corporation shall consist of an odd number of Directors, which shall be not less than nine (9) nor more than seventeen (17).

  • In the event the Purchaser waives, in whole or in part, any of the conditions set out in Sections 4.4(a), 4.4(b), and 4.4(c) (the “Waived Purchaser Condition”), the Purchaser shall not have any claim against any of the Other Shareholders, Beneficial Shareholders or Principal Vendors for such, whole or part, of the Waived Purchaser Condition.

  • Notwithstanding anything else herein to the contrary and for the avoidance of doubt, the parties agree that the Closing will take place if (and only if) the Purchaser Condition and the Seller Conditions have been delivered or satisfied at or prior to the Closing.

  • At any time at which the Purchaser Condition is not satisfied, the Board of Directors of the Corporation shall consist of an even number of directors, which shall be not less than eight (8) nor more than sixteen (16).

  • If any of the Seller Conditions or Purchaser Condition is not fulfilled or delivered in time for the Closing, the Closing shall be moved to such date that is three business days after the last Purchaser Condition and/or Seller Condition has been fulfilled or delivered in the sole discretion of Purchaser.

  • Any modification hereof may be made only by an instrument in writing signed by all of the parties hereto, except that Purchaser expressly acknowledges that any modification to this Agreement made after the Purchaser Condition is no longer satisfied need not be signed by Purchaser.

  • In the event any Purchaser Condition Precedent is not satisfied, Purchaser may, in its sole and absolute discretion terminate this Agreement, and, all obligations of Purchaser and Seller hereunder (except provisions of this Agreement which recite that they survive termination) shall terminate and be of no further force or effect and the Exxxxxx Money shall be paid to Purchaser.

  • In the event that a Purchaser Condition has not been satisfied or waived on or before the Closing Date, Purchaser shall be entitled to, at its option, either (i) seek specific performance with respect to Seller’s obligations under this Agreement, or (ii) at any time before Seller has complied with its obligations under this Agreement, (A) terminate this Agreement with immediate effect by giving written notice to Seller, and (B) seek Losses for breach and non-performance of this Agreement.


More Definitions of Purchaser Condition

Purchaser Condition has the meaning set forth in Section 6.3 hereof.
Sample 1

Related to Purchaser Condition

  • Offer Conditions has the meaning set forth in Section 1.01(b).

  • Minimum Tender Condition shall have the meaning provided in Section 2.15(b).

  • Maximum Tender Condition has the meaning specified in Section 2.17(b).

  • OTHER CONDITIONS Any subsequent contracts shall supersede the provisions of this contract. This contract is void if the Party of the Second Part does not hold a valid license in accordance with Section 6-17-401 A.C.A. for the full term of the contract. Given this, the 7/4/2018 BY: BY: XXXXXXX XXXX XXXX Board President Xxxxx XxXxxxxx PARTIES: The Fort Xxxxx School District 100, Party of the First Part, and CRYSTAL XXXXX XXXXXXXX Party of the Second Part, agree as follows:

  • Delivery Condition has the meaning set forth in Section 2.1.

  • Closing Conditions shall include, but are not limited to, SI Securities determining in its sole discretion that at the time of a closing, the Minimum Offering has been met, the investment remains suitable for investors, investors have successfully passed ID, KYC, AML, OFAC, and suitability screening, and that Issuer has completed all actions required by it as communicated by SI Securities at the time of a closing.

  • Condition Satisfaction Date shall have the meaning set forth in Section 7.2.

  • Minimum Condition has the meaning set forth in Annex I.

  • Failed Remarketing Condition—Purchased VRDP Shares means that the Liquidity Provider acquires and continues to be the beneficial owner for federal income tax purposes of any shares of a Series of VRDP Shares in connection with purchases made pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) on any Purchase Date, including shares of a Series of VRDP Shares that the Liquidity Provider continues to be the beneficial owner of for federal income tax purposes after the expiration or termination of the VRDP Shares Purchase Agreement.

  • Specified Condition means, with respect to a party, any event specified as such for that party in Paragraph 13.

  • Failed Remarketing Condition—Unpurchased VRDP Shares means that a Beneficial Owner (other than the Liquidity Provider or its affiliates) continues to hold VRDP Shares, that were subject to a valid Tender, after any Purchase Date as a result of the failure by the Liquidity Provider for any reason to purchase such VRDP Shares pursuant to the Purchase Obligation (whether as a result of an unsuccessful Remarketing or a Mandatory Purchase) ("Unpurchased VRDP Shares"), until such time as all Outstanding Unpurchased VRDP Shares are (i) successfully Remarketed, (ii) purchased by the Liquidity Provider pursuant to the Purchase Obligation, or (iii) if not successfully Remarketed or purchased by the Liquidity Provider pursuant to the Purchase Obligation, the subject of a validly tendered Notice of Revocation (or any combination of the foregoing); and any Unpurchased VRDP Shares shall be deemed tendered for Remarketing until the earliest to occur of the foregoing events (i), (ii) or (iii) with respect to such Unpurchased VRDP Shares.

  • Subsequent Closing shall have the meaning ascribed to such term in Section 2.4.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

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

  • Specified Conditions means, at any time of determination thereof, (a) no Incremental Term Loans in the form of an institutional term loan B facility have been issued and are outstanding pursuant to Section 2.20 of the Credit Agreement and (b) (i) the Company’s “corporate credit rating” from S&P (or such other term as S&P may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “S&P Rating”) shall be at least BBB- (with a stable outlook) and the Company’s “corporate family rating” from Xxxxx’x (or such other term as Xxxxx’x may from time to time use to describe the Company’s senior unsecured non-credit enhanced long term indebtedness, such rating, the “Xxxxx’x Rating”) shall be at least Baa3 (with a stable outlook) or (ii) (x) the Company’s S&P Rating shall be at least BBB- (with a stable outlook) or the Company’s Xxxxx’x Rating shall be at least Baa3 (with a stable outlook) and (y) the Leverage Ratio is less than or equal to 2.50 to 1.00.

  • Step Down Conditions As of any Distribution Date on which any decrease in any Senior Prepayment Percentage may apply, (i) the outstanding Principal Balance of all Mortgage Loans 60 days or more Delinquent (including Mortgage Loans in REO and foreclosure), averaged over the preceding six month period, as a percentage of the aggregate of the Class Certificate Principal Balances of the Classes of Subordinate Certificates on such Distribution Date, does not equal or exceed 50% and (ii) cumulative Realized Losses with respect to all of the Mortgage Loans do not exceed: · for any Distribution Date on or after the seventh anniversary until the eighth anniversary of the first Distribution Date, 30% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the eighth anniversary until the ninth anniversary of the first Distribution Date, 35% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the ninth anniversary until the tenth anniversary of the first Distribution Date, 40% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, · for any Distribution Date on or after the tenth anniversary until the eleventh anniversary of the first Distribution Date, 45% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date, and · for any Distribution Date on or after the eleventh anniversary of the first Distribution Date, 50% of the aggregate Certificate Principal Balance of the Subordinate Certificates as of the Closing Date.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • Second Closing Date means the date of the Second Closing.

  • Put Closing shall have the meaning set forth in Section 2.3.8.

  • 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.

  • Failed Remarketing Condition—Purchased VRDP Shares Redemption means redemption by the Fund, at a Redemption Price equal to $100,000 per share plus accumulated but unpaid dividends thereon (whether or not earned or declared) to, but excluding, the date fixed by the Board of Directors for redemption, of VRDP Shares that the Liquidity Provider shall have acquired pursuant to the Purchase Obligation and continued to be the beneficial owner of for federal income tax purposes for a period of six months during which such VRDP Shares cannot be successfully remarketed (i.e., a Failed Remarketing Condition--Purchased VRDP Shares shall have occurred and be continuing for such period of time with respect to such VRDP Shares), determined by the Fund on a first-in, first-out basis, in accordance with and subject to the provisions of the VRDP Fee Agreement and this Statement.

  • Conditions means these terms and conditions;

  • Qualifying condition means a condition described in Section 26-61a-104.

  • 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.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.