Third Party Acquiror definition

Third Party Acquiror has the meaning set forth in Section 11.8(b).

Third Party Acquiror means all parties other than Parent, Buyer or the Sunstone Parties who are a party to a Superior Proposal Transaction and shall include all Persons which Control such parties.

Third Party Acquiror shall have the meaning set forth in Section 1.07(a).

Examples of Third Party Acquiror in a sentence

• If the Third Party Acquiror fails to execute and deliver an assumption agreement in the form attached hereto as Exhibit 3.4 (the "Assumption Agreement") or the Merger Agreement shall not have terminated, then Sunstone Parties shall be prohibited from exercising the Drag- Along Right and any obligations of the Stockholders hereunder shall immediately terminate.

• The execution and delivery of the Assumption Agreement by the Third Party Acquiror shall not relieve, discharge or otherwise release the Sunstone Parties from any of their obligations under this Agreement.

• The Stockholders agree that concurrently with the consummation of any Superior Acquisition Proposal (such a transaction, a "Superior Proposal Transaction"), Sunstone Parties shall have the right (the "Drag-Along Right") to require Alter and Biedxxxxx, xxd Alter and Biedxxxxx xxxll have the obligation, to sell to Sunstone Parties or the Third Party Acquiror in such Superior Proposal Transaction all, but not less than all, of the Lessee and Management Equity in consideration of the Purchase Price.

• Alter agrees to maintain all Lessee Stock to be sold to Sunstone Parties or the Third Party Acquiror hereunder free from all potential spousal claims including election share, community property interest or otherwise.

• In addition, the Sunstone Parties and Third Party Acquiror shall provide the indemnity set forth in Section 5.13(a).

More Definitions of Third Party Acquiror

Third Party Acquiror means a third party which acquires Seller, whether by merger, sale of stock, sale of assets or otherwise (a “Change of Control Transaction”), which third party (a) is not the surviving entity following a merger of Seller and (b) was not an Affiliate of Seller or an officer, director, employee or consultant of Seller or any of its Subsidiaries, nor stockholder of Seller or any of its Subsidiaries, prior to the closing of such Change of Control Transaction.

Third Party Acquiror shall have the meaning given to such term in Section 7.2(a).

Third Party Acquiror has the meaning set forth in Section 1.47 (Change of Control).

Third Party Acquiror has the meaning set forth in Section 18.4.1.

Third Party Acquiror means a Third Party that acquires: (i) Novavax; or (ii) substantially all of the assets of Novavax or its Affiliates relating to vaccine products that were owned or controlled by Novavax or its Affiliates immediately prior to the date of such acquisition. For the purposes of this definition, “owned or controlled” by a company means that company is the seller of a particular vaccine product and books the sale of such product.

Third Party Acquiror means a Third Party that at any time after the Effective Date becomes an acquiror of LAVA by way of a Change of Control of LAVA.

Third Party Acquiror means a third party which acquires Eton or BIRL, as the case may be, whether by merger, sale of stock, sale of assets or otherwise (a “Change of Control Transaction”), which Third Party (a) is not the surviving entity following a merger of Eton or BIRL, as the case may be, and (b) was not an Affiliate of Eton or BIRL, as applicable, or an officer, director, employee or consultant of Eton or any of its subsidiaries or BIRL or any of its subsidiaries, as applicable, nor a stockholder of Eton or any of its subsidiaries or, as applicable, of BIRL or any of its subsidiaries, prior to the closing of such Change of Control Transaction.