Standby Purchase Agreements definition

Standby Purchase Agreements means the agreements in substantially the form annexed to the Disclosure Statement pursuant to which, among other things, the Standby Purchasers agree to purchase at the exercise price all of the Rights Offering Shares as to which the Rights associated therewith remain unexercised at the expiration of the Rights Offering, and in exchange for which commitment the Standby Purchasers shall receive the Put Premium.
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Standby Purchase Agreements means each of the Standby Stock Purchase Agreements of even date herewith made by and between a Standby Purchaser and Borrower and acknowledged and agreed to by Agent, as the same may be amended or otherwise modified from time to time.
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Standby Purchase Agreements. Management's Discussion and Analysis of Financial Condition and Results of Operations, "Business," "Management" and "Description of Capital Stock," insofar as they purport to describe the provisions of the documents referred to therein, are accurate, complete and fair.
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Examples of Standby Purchase Agreements in a sentence

  • In the event the Underwriters so elect to terminate this Agreement, all Rights and the Other Purchasers Standby Purchase Agreements shall become immediately null and void and the Company shall cause the Escrow Agent under the Rights Agent Agreement to promptly return to the subscribers any payments received by the Escrow Agent in respect of the exercise price relating thereto.

  • The Company hereby agrees that in consideration for their agreement to enter into the Standby Purchase Agreements and for other good and valuable consideration, receipt of which is hereby acknowledged by the Company, Gotham is entitled to a payment of $1,800,000 (collectively, the "First Payments"), which First Payments the Company agrees have been earned.

  • For all purposes of this Agreement, an Offering shall be deemed consummated on the Closing Date (as defined in each of the Standby Purchase Agreements).

  • The parties hereby agree that this letter agreement shall supersede and replace the August 11 Letter Agreement, and that except as expressly amended hereby, the Standby Purchase Agreements shall remain unchanged and in full force and effect.

  • The entire project being onsite - all infrastructure hardware - including desktop computers, scanners and other equipment’s, all software and manpower to carry out the work are to be arranged by the agency at their own cost.

  • The parties hereby agree that if the terms and conditions set forth in this letter agreement are in conflict with, or inconsistent in any way with, the Standby Purchase Agreements, the terms of this letter agreement shall control.

  • Each of this Agreement and the Rights Agent Agreement have been and the Other Purchasers Standby Purchase Agreements will be prior to the Closing Date duly executed and delivered by the Company.

  • The pricing of the securities to be offered pursuant to the Offering shall be consistent with the pricing parameters set forth in Section 7(d) of the Standby Purchase Agreements.

  • Negative goodwill is recognised as income in the statements of income by the straight-line basis over the remaining weighted average useful life of the acquired identifiable assets within 3 – 5 years.

  • On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Bank hereby appoint Sandler X’Xxxxx & Partners, L.P. as its Agent to consult with and advise the Company and the Bank regarding the structure of the Offering, including the Public Reoffer, as well as to identify Standby Purchasers and assist the Company and the Bank in negotiating Standby Purchase Agreements with the Standby Purchasers.


More Definitions of Standby Purchase Agreements

Standby Purchase Agreements pursuant to which certain institutional investors and high net worth individuals (the “Standby Purchasers”) have severally agreed, subject in each case to a maximum standby commitment under certain conditions, to acquire from the Company at the Subscription Price the Underlying Shares remaining upon completion of the Rights Offering. The Standby Purchase Agreements will require that the Standby Purchasers agree to purchase and the Company agrees to sell, and thus guarantee the availability of, a minimum number of shares of Common Stock (the “Additional Shares”) at the Subscription Price if a sufficient number of Underlying Shares are not available after the exercise of the Basic Subscription Privilege and the Over-Subscription Privilege to satisfy the purchase commitments of the Standby Purchasers, subject to reduction to a minimum number of shares to the extent Record Date Shareholders subscribe for all of the Rights distributed to them (the “Minimum Standby Obligation”). The Rights Offering and the offering to the Standby Purchasers are together referred to herein as the “Stock Offering,” and the Underlying Shares and the Additional Shares are together referred to herein as the “Securities.” In connection with the Stock Offering, the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (No. 333-163037) including the related preliminary prospectus or prospectuses covering the registration of the Securities under the Securities Act of 1933, as amended (the “Securities Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (“Rule 430A”) of the rules and regulations of the Commission under the Securities Act (the “Securities Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of such registration statement at the time it became effective pursuant to paragraph (b) of Rule 430A is referred to as “Rule 430A Information.” Each prospectus used before such registration statement became effective, and any prospectus that omitted Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, is herein called a "preliminary prospectus.” Such regis...
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Standby Purchase Agreements means the Standby Purchase Agreements, between the Parent and Gordxx X. Xxxx, Xxllxxx X. XxXxxx, Xxmex Xxxxx, Xxanx X. Xxxxxx, Xxanx X. Xxxxxxxx, Xxch Xxxital Services, Inc., each dated as of December 15, 1998.
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Standby Purchase Agreements means each of the Standby Stock Purchase Agreements of even date herewith made by and between a Standby Pur- chaser and Borrower and acknowledged and agreed to by Agent, as the same may be amended or otherwise modified from time to time.
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Related to Standby Purchase Agreements

  • Purchase Agreements has the meaning set forth in the Recitals.

  • Stock Purchase Agreements the meaning set forth in the recitals to this Agreement.

  • hire-purchase agreement means an agreement, other than a conditional sale agreement, under which—

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Forward Purchase Agreement means an agreement that provides for the sale of equity securities in a private placement that will close substantially concurrently with the consummation of a Business Combination.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Purchase Agreement shall have the meaning set forth in the preamble.

  • Original Purchase Agreement has the meaning set forth in the recitals to this Agreement.

  • Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.

  • Note Purchase Agreement means the Note Purchase Agreement, dated as of the Issuance Date, among the Company, the Subordination Agent, the Escrow Agent, the Paying Agent, and the Pass Through Trustee under each Pass Through Trust Agreement providing for, among other things, the issuance and sale of certain equipment notes, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.

  • Advance Purchase Agreements means (a) an advance or deferred purchase agreement if the agreement is in respect of the supply of assets or services and payment in the normal course of business with credit periods which are normal for the relevant type of project contracts, or (b) any other trade credit incurred in the ordinary course of business.

  • Additional Purchase Agreement means each Additional Purchase Agreement (including the related Additional Xxxx of Sale, the related Blanket Endorsement and any attachments thereto), substantially in the form of Attachment C hereto (of which these Master Terms form a part by reference, provided that in the event of a substitution, the form will be modified accordingly), to be executed by SLM ECFC, Funding and the Interim Eligible Lender Trustee for the benefit of Funding, which certifies that the representations and warranties made by SLM ECFC as set forth in Sections 5(A) and (B) of these Master Terms are true and correct as of the related Purchase Date.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Aircraft Purchase Agreement Has the meaning specified in the NPA.

  • Bond Purchase Agreement means a Bond Purchase Agreement, dated as of the sale of the Series LL- Bonds, entered into by and between KUB and the Underwriter, in substantially the form of the document attached hereto as Exhibit A, subject to such changes as permitted by Section 10 hereof, as approved by the President and Chief Executive Officer of KUB, consistent with the terms of this resolution;

  • Loan Purchase Agreement The Loan Purchase Agreement described in the Recitals to this Agreement, which Loan Purchase Agreement incorporates the terms of the Aurora Loan Services Seller Guide, as the same may be amended from time to time.

  • Repurchase Agreement means a simultaneous agreement to buy, hold for a specified time, and sell back at a future date obligations, described by Government Code 2256.009(a)(1) (obligations of gov- ernmental entities) or 2256.013 (commercial paper) or if applicable, 2256.0204 (corporate bonds), at a market value at the time the funds are disbursed of not less than the principal amount of the funds disbursed. The term includes a direct security repurchase agreement and a reverse security repurchase agreement. Gov’t Code 2256.011(b)

  • Receivables Purchase Agreement means the receivables purchase agreement, dated as of the Closing Date, between AHFC and the Seller, as amended or supplemented from time to time.

  • Master Purchase Agreement means the master purchase agreement between the Holder and the Corporation dated as of January 30, 2023;

  • Restricted Stock Purchase Agreement means a written agreement between the Company and the Optionee evidencing the terms and restrictions applying to stock purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement is subject to the terms and conditions of the Plan and the Notice of Grant.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.