Restricted Purchaser definition

Restricted Purchaser has the meaning set forth in Section 9.1(d).
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Restricted Purchaser means Deerfield and its Affiliates and any other Purchaser that notifies the Borrower in writing that it wishes to be deemed a Restricted Purchaser.
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Restricted Purchaser means: (A) any “person” or “group” (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the Closing Date) set forth on a list of no more than five persons or groups whom the Ceding Company has determined would be unacceptable as a reinsurance counterparty or the owner of a reinsurance counterparty, which list may be revised by the Ceding Company no more frequently than twelve months after the previous revision (or after the Amendment Date, in the case of the first such revision) and provided to the Reinsurer in writing; and (B) any Person (x) newly formed within the last twelve (12) months, formed for, or being used principally for, the purpose of a transaction involving the Reinsurer or the business covered hereunder, or (y) affiliated with a private equity fund, hedge fund or similar investment group; provided, that the Ceding Company will not unreasonably withhold its consent to a Change of Control involving a Restricted Purchaser described in this clause (B); and provided, further, that The Carlyle Group Inc. (as successor to The Carlyle Group, L.P.) (“Carlyle”) and any of its Subsidiaries shall not be considered Restricted Purchasers, as long as (i) no Person that is not a Subsidiary of Carlyle shall acquire ownership, directly or indirectly, beneficially or of record, of shares or other equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding capital stock or other equity interests of the Reinsurer (including through acquiring such an interest in Carlyle) and (ii) the Reinsurer remains a Subsidiary of Carlyle continuously following the Amendment Date. For purposes of this Agreement, a Person shall be considered a “Subsidiary” of another Person if such other Person beneficially owns, directly or indirectly, shares or other equity interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding capital stock or other equity interests of such first Person.
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Examples of Restricted Purchaser in a sentence

  • If the Borrower and such Restricted Purchaser agree on such time period, the Borrower shall promptly deliver to such Restricted Purchaser such 5.2(a) Notice and shall include the applicable material non-public information in a public filing with the SEC within such agreed to time period.

  • For the avoidance of doubt, the Purchasers and each Restricted Purchaser agree and acknowledge that the provisions set forth in this Section 9.9(b), and the related provisions set forth in each Restricted Purchaser Assignment Agreement, constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code, and, as such, would be enforceable for all purposes in any case where a Credit Party has filed for protection under the Bankruptcy Code.

  • The failure to agree on such time period will be deemed to satisfy Borrower’s obligations under Section 5.2(a) with respect to such 5.2(a) Notice and such Restricted Purchaser.

  • As of 8:30 a.m. on the Business Day immediately following the Effective Date, it has publicly disclosed all material, non-public information (if any) provided or made available to any Restricted Purchaser (or any such Restricted Purchaser’s agents or representatives) on or prior to such date by it or any of its respective officers, directors, employees, Affiliates or agents in connection with this Consent, the transactions contemplated by the Amendment or the Commercialization Agreement, or otherwise.

  • Sales or other transfers by Patriot of a Patriot Interest in an Exhibit B Hotel may be made to Restricted Purchasers only with Marriott's prior written consent (which consent shall not be unreasonably withheld or delayed) and only upon the Restricted Purchaser providing a replacement guaranty, owner agreement, and corporate structure, all of which give Marriott protections and rights that Marriott reasonably believes are substantially identical to or better than Marriott had prior to such transfer.

  • After giving effect to the filing required under this Section 6.1, the Borrower expressly acknowledges and agrees that no Restricted Purchaser and none of its agents or representatives shall have any duty of trust or confidence with respect to, or a duty not to trade on the basis of, any information provided by Borrower or any of its respective officers, directors, employees, Affiliates or agents in connection with the transactions contemplated by this Agreement, the PDL Amendment or otherwise.

  • Notwithstanding the foregoing, if any Restricted Purchaser acquires Licensor in a Change of Control Transaction, then this Agreement shall remain binding and in full force and effect on each Party or its successor except that Licensor shall have not thereafter have the right to terminate this Agreement as a result of a Change of Control Transaction relating to Licensee.

  • Licensor has the right to raise to disclose the Confidential Information if the receiving party is related to any Restricted Purchaser (as defined in Section 12(b)(iv)).

  • Such loan shall bear interest at the “prime rate” then offered by Enterprise Bank & Trust, St. Louis, Missouri, shall be for a term of two years and shall be secured by such Seller’s Restricted Purchaser Shares.

  • The results reported herein are in line with the announcement made previously.


More Definitions of Restricted Purchaser

Restricted Purchaser means any and each of the following: (a) the Sponsor and its Affiliates, (b) any holder of First Lien Indebtedness and its Affiliates, and (c) any holder of Subordinated Indebtedness and its Affiliates.
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Restricted Purchaser means (i) any telecom or wireless related business, (ii) any person whose primary business is the acquisition or operation of wireless towers or the acquisition or operation of wireless tower sites, (iii) any wireless infrastructure fund or sponsor whose primary business competes with the business of the Company or any other member of the Group (but excluding any person, a predominant portion of whose business involves banking, insurance, investment banking, broker/dealer, investment or similar activities (including any person involved in the life insurance business or in the business of the investment of annuities or contributions to pension, retirement, medical or similar plans or arrangements) and which has a function that is regularly engaged in or established for the purpose of the acquisition of or investment in debt), or (iv) any private investment fund investing in distressed assets as identified in the most recently published Sharkwatch "50" List.
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Restricted Purchaser means a Person that, directly or indirectly, (i) develops and establishes or operates (A) Italian themed Full Service or Fast-Casual dining restaurants or (B) Full Service or Fast-Casual dining restaurants at which more than twenty-five percent (25%) of the menu items are Italian style dishes or (ii) supplies the Company with more than $1,000,000 in goods and services per year.
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Restricted Purchaser means: (a) any employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that are subject to Title I of ERISA, (b) plans (as defined in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the “Code”)) that are subject to Section 4975 of the Code, including individual retirement accounts or Keogh plans and (c) any entities whose underlying assets include plan assets by reason of a plan’s investment in such entities.PLACEMENT AGENT
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Related to Restricted Purchaser

  • 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.

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

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

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

  • Committed Purchaser means, with respect to a CP Conduit, each Class B Purchaser identified as a Committed Purchaser for such CP Conduit on the signature pages hereto or in the Transfer Supplement or Joinder Supplement pursuant to which such CP Conduit became a party hereto, and any Assignee of such Class B Purchaser to the extent such Assignee has assumed, pursuant to a Transfer Supplement, the Commitment of such Class B Purchaser.

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

  • Allocated Purchase Price means with respect to each Purchaser, the dollar amount set forth opposite such Purchaser’s name under the heading “Allocated Purchase Price” on Schedule A hereto.

  • Permitted Purchase Money Debt Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate amount does not exceed $5,000,000 at any time.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Accelerated Purchase Share Amount means, with respect to an Accelerated Purchase made pursuant to Section 2(b) hereof, the number of Purchase Shares directed by the Company to be purchased by the Investor in an Accelerated Purchase Notice, which number of Purchase Shares shall not exceed the lesser of (i) 300% of the number of Purchase Shares directed by the Company to be purchased by the Investor pursuant to the corresponding Regular Purchase Notice for the corresponding Regular Purchase referred to in clause (i) of the second sentence of Section 2(b) hereof (subject to the Purchase Share limitations contained in Section 2(a) hereof) and (ii) an amount equal to (A) the Accelerated Purchase Share Percentage multiplied by (B) the total number (or volume) of shares of Common Stock traded on the Principal Market during the period on the applicable Accelerated Purchase Date beginning at the Accelerated Purchase Commencement Time for such Accelerated Purchase and ending at the Accelerated Purchase Termination Time for such Accelerated Purchase.

  • Qualified Institutional Investor (tekikaku kikan xxxxxxx) has the meaning assigned thereto in Article 2, Paragraph 3, item 1 of the Financial Instruments and Exchange Law (kinyu shohin torihiki ho) of Japan (Law No. 25 of 1948), Article 10, Paragraph 1 of the regulations relating to the definitions contained in such Article 2.

  • Accelerated Purchase Price means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the lower of ninety-seven percent (97%) of (i) the VWAP for the period beginning at 9:30:01 a.m., Eastern time, on the applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official open (or commencement) of trading on the Principal Market on such applicable Accelerated Purchase Date (the "Accelerated Purchase Commencement Time"), and ending at the earliest of (A) 4:00:00 p.m., Eastern time, on such applicable Accelerated Purchase Date, or such other time publicly announced by the Principal Market as the official close of trading on the Principal Market on such applicable Accelerated Purchase Date, (B) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the total number (or volume) of shares of Common Stock traded on the Principal Market has exceeded the applicable Accelerated Purchase Share Volume Maximum, and (C) such time, from and after the Accelerated Purchase Commencement Time for such Accelerated Purchase, that the Sale Price has fallen below the applicable Accelerated Purchase Minimum Price Threshold (such earliest of (i)(A), (i)(B) and (i)(C) above, the "Accelerated Purchase Termination Time"), and (ii) the Closing Sale Price of the Common Stock on such applicable Accelerated Purchase Date (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).

  • Accelerated Purchase Date means, with respect to any Accelerated Purchase made pursuant to Section 2(b) hereof, the Business Day immediately following the applicable Purchase Date with respect to the corresponding Regular Purchase referred to in Section 2(b) hereof.

  • 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.

  • Receivables Financing means any transaction or series of transactions that may be entered into by the Issuer or any of its Subsidiaries pursuant to which the Issuer or any of its Subsidiaries may sell, convey or otherwise transfer to (a) a Receivables Subsidiary (in the case of a transfer by the Issuer or any of its Subsidiaries); and (b) any other Person (in the case of a transfer by a Receivables Subsidiary), or may grant a security interest in, any accounts receivable (whether now existing or arising in the future) of the Issuer or any of its Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such accounts receivable, all contracts and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable and any Hedging Obligations entered into by the Issuer or any such Subsidiary in connection with such accounts receivable.

  • Purchasing Entity means any entity or organization that has been authorized by the State to place Orders with the Contractor, and may include, without limitation, agencies of the State, government supported institution of higher education within the State, political subdivisions of the State, authorized non-profit organizations and other authorized entities.

  • Adjusted Purchase Price has the meaning set forth in Section 2.2.

  • Permitted Purchase Money Indebtedness means, as of any date of determination, Indebtedness (other than the Obligations, but including Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 20 days after, the acquisition of any fixed assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at any one time not in excess of $5,000,000.

  • Estimated Purchase Price has the meaning set forth in Section 2.2.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Substitute Purchaser is defined in Section 21.

  • Receivables Transaction any transactions or series of related transactions providing for the financing of Receivables of the Borrower or any of its Subsidiaries.

  • Qualified Securitization Transaction means any transaction or series of transactions that may be entered into by the Company or any of its Restricted Subsidiaries pursuant to which the Company or any of its Restricted Subsidiaries may sell, convey or otherwise transfer to:

  • 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.

  • Purchasing Member has the meaning set forth in Section 9.2(c).

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