Special Purpose Purchaser definition

Special Purpose Purchaser means (i) an entity formed for the specific purpose of acquiring Notes or (ii) immediately following the applicable Closing Date, an entity the majority of whose (x) assets consist of Notes or (y) book value is attributable to such entity’s ownership of Notes.
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Special Purpose Purchaser means a transferee of all the ordinary shares of the Issuer and all of the limited liability company interests of the Co-Issuer which is both (A) either (X) a Qualified REIT Subsidiary of SFR (or a subsidiary thereof that is a disregarded entity for U.S. Federal income tax purposes) whose organizational documents contain, in the reasonable judgment of counsel to the Issuer, substantially similar bankruptcy remoteness provisions to those in the organizational documents of SREH as of the Closing Date including that (i) such entity must have at least one independent trustee or independent director, as applicable, (ii) without the affirmative vote of such independent trustee or director, such entity shall not file a voluntary petition for relief under the United States Bankruptcy Code or similar law, consent to the institution of insolvency or bankruptcy proceedings against such entity or otherwise institute insolvency or bankruptcy proceedings with respect to such entity or take any company action in furtherance of any such filing or institution of a proceeding, (iii) without the affirmative vote of the independent trustee or director, such entity shall not convert, merge or consolidate with any other person or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other person, (iv) without the affirmative vote of the independent trustee or director, such entity shall not execute any dissolution, liquidation or winding up of such entity, (v) such entity shall not consent, approve or authorize the voluntary winding up of the Issuer for so long as any Notes are outstanding, (vi) such entity’s sole purpose is to hold the ordinary shares of the Issuer and the limited liability company interests of the Co-Issuer and (vii) such entity shall not transfer
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Special Purpose Purchaser has the meaning set forth in the first paragraph of this Agreement.
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Examples of Special Purpose Purchaser in a sentence

  • If such Purchaser is a Special Purpose Purchaser, such Special Purpose Purchaser has disclosed to the Company the identity of the general partner, investment manager or other similar manager of such Purchaser.

  • The Purchaser has provided the Company with copies of the final forms of organizational documents and subscription agreements of the Purchaser, and any agreements between the Special Purpose Purchaser and an SPV Investor that limit or otherwise affect the conversion rights, the transfer restrictions or other rights of the Purchaser relating to the Notes.

  • Such Purchaser that is a Special Purpose Purchaser represents that the formation of the Special Purpose Purchaser (a) was not done primarily to circumvent the provisions of Section 12(g) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (b) was done to provide a service to client, for tax or liability structuring, to protect the confidentiality of information related to the SPV Investors and/or reasons other than to circumvent Section 12(g) or 15(d) of the Exchange Act.

  • Each Purchaser that is a Special Purpose Purchaser hereby further represents that each of its SPV Investors has represented to the Special Purpose Purchaser that it is (a) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (b) a qualified purchaser (as defined in Section 2(a)(51) of the 1940 Act).

  • Such Purchaser, if it is a Special Purpose Purchaser, hereby further represents that each of its SPV Investors has represented to such Special Purpose Purchaser that it is (a) an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act and (b) a qualified purchaser (as defined in Section 2(a)(51) of the 1940 Act).

  • Such Purchaser, if it is a Special Purpose Purchaser, hereby represents that to the extent such Special Purpose Purchaser has conducted an offering or sale of its securities, such offering and sale complied with the Securities Act.

  • Each of the Company and each Purchaser further agrees that it shall obtain the written consent of the other party prior to the issuance of any public statement identifying or specifying that such Purchaser or any of its Affiliates (and, in the case of any Special Purpose Purchaser, any SPV Investor) has purchased the Notes pursuant to this Agreement, in each case other than pursuant to required securities filings (including disclosure in a Registration Statement on Form S-1).

  • Each Purchaser that is a Special Purpose Purchaser hereby represents that to the extent such Special Purpose Purchaser has conducted an offering or sale of its securities, such offering and sale complied with either Rule 506 of Regulation D promulgated under the Securities Act, or Regulation S promulgated under the Securities Act.

  • Where any matter is subject to obtaining the consent of -------- Raytheon or the Special Purpose Purchaser, such consent shall not be deemed to have been unreasonably withheld or delayed if Raytheon or the Special Purpose Purchaser has requested and pursued diligently any required consent of CIBC or ASCC but has not yet obtained such consent.

  • Pursuant to the Receivables Sale Agreement, the REC Subsidiaries and Raytheon sell receivables to the Special Purpose Purchaser.