Purchaser Reason definition

Purchaser Reason means any resignation by an Assumed European Employee (or an individual who would have been an Assumed European Employee but for his resignation before Completion), where the reason for such resignation is that the transfer of his employment would involve a substantial change in working conditions to his material detriment or there is a repudiatory breach or anticipated repudiatory breach by the Purchaser (or any member of the Purchaser’s Group) (whether anticipatory or not) of his employment contract.
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Purchaser Reason means any of the following: (i) As a result of the Closing, the Issuer or any domestic stock insurance corporation controlled by the Issuer would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed in Wisconsin; (ii) The financial condition of Purchaser is likely to jeopardize the financial stability of the Issuer; (iii) The plans or proposals which the Purchaser has to liquidate the Issuer, sell the Issuer's assets, merge the Issuer with any person, or make any other material change in the Issuer's business or corporate structure or management are not fair and reasonable to the Issuer's policyholders; (iv) The lack of competence and integrity of the Purchaser's directors and/or management.
Sample 1
Purchaser Reason means the Purchaser being subject to Covered Taxes (other than Covered Taxes referred to in clause (ii) of the definition thereof) by reason of [One reason redacted], carrying on business or having a connection to or an establishment in a jurisdiction, other than solely by reason of purchasing Refined Gold or Refined Silver under this Agreement, receiving or making payments under this Agreement, enforcing its rights under this Agreement and related Security Documents, being a party to this Agreement and related Security Documents or transactions contemplated herein and therein or establishing or locating its metal account in a Designated Jurisdiction.
Sample 1

Related to Purchaser Reason

  • Purchaser Board means the board of directors of the Purchaser;

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

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

  • Purchaser Disclosure Schedule means the disclosure schedule of Purchaser delivered to Seller in connection with the execution and delivery of this Agreement.

  • Acquiror Board means the board of directors of Acquiror.

  • Purchaser Representative means any person who satisfies all of the following conditions or who the issuer reasonably believes satisfies all of the following conditions:

  • Purchaser Related Parties has the meaning specified in Section 6.1.

  • 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 all outstanding classes 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.

  • Initial Shareholder means any beneficial owner of the Company’s unregistered securities.

  • Purchaser Disclosure Letter means the Purchaser Disclosure Letter attached hereto, dated as of the date hereof, delivered by Purchaser in connection with this Agreement.

  • 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.

  • Purchaser Designee means each individual then serving on the Board of Directors pursuant to the exercise of the Purchaser’s rights pursuant to Section 4.07(a) and/or Section 4.07(e), together with any designee(s) of the Purchaser who is then standing for election to the Board of Directors pursuant to Sections 4.07(a) and (b) or who is being proposed for election by the Purchaser pursuant to Section 4.07(e).

  • Principal Stockholder means any person who individually or in concert with his spouse and

  • Offer Closing Date has the meaning set forth in Section 1.01(f).

  • Purchaser Parent has the meaning set forth in the Preamble.

  • Founder means, in respect of an issuer, a person who,

  • First Trading Date means 15 November 2022.

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

  • VWAP Purchase Share Estimate means the number of shares of Common Stock that the Company has in its sole discretion irrevocably instructed its Transfer Agent to issue to the Buyer via the Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program in connection with a VWAP Purchase Notice pursuant to Section 1(c) hereof and issued to the Buyer’s or its designee’s balance account with DTC through its Deposit Withdrawal At Custodian (DWAC) system on the VWAP Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.

  • Acquiror has the meaning set forth in the Preamble.

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

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Contributors has the meaning set forth in the Preamble.

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Knowledge of the Buyer means, as to a particular matter, the actual knowledge, after reasonable inquiry, of the following persons at the Buyer: Xxxxx Xxxx, Xxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxx Xxxxx, X.X. Xxxxxxx, and Xxxx Xxxxx.