SUBSTITUTE PURCHASER Sample Clauses

SUBSTITUTE PURCHASER. 12.1.1 The Purchaser may at any time prior to Closing transfer and novate its rights and past, present and future obligations pursuant to this Agreement and any other Transaction Document to an entity which is wholly owned directly or indirectly by the Purchaser Guarantor (the "Substitute Purchaser") provided that:
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SUBSTITUTE PURCHASER. If CIBC, MG Fund, WV or DVI has exercised the Put Option and the transaction contemplated by the Put Option has not been completed in accordance with the terms thereof, (i) the Shareholders other than CIBC, MG Fund, WV and DVI, shall lose their right to nominate and have elected 3 Directors, (ii) their nominated Directors shall immediately resign, (iii) CIBC, MG Fund, WV and DVI shall have the further right to nominate and have elected an additional 3 Directors, exercisable immediately, (iv) CIBC, MG Fund, WV and DVI shall not be bound by the provisions of Section 7.2 and may at the particular time proceed to sell its Shares, and (v) CIBC, MG Fund, WV and DVI may require the sale of the Shares of the other Shareholders as follows:
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SUBSTITUTE PURCHASER. 46 9.4 Publicity................................................................................. 46 9.5 Confidentiality........................................................................... 46 9.6 Notices................................................................................... 46 9.7
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SUBSTITUTE PURCHASER. Provident and Sellers acknowledge that Parent -------------------- shall be entitled, upon giving prior written notice to Provident and Sellers, to assign the rights and obligations of VALIC under this Agreement, prior to or after the Closing Date, to WNL or another Subsidiary of Parent, and hereby consent to such assignment whereupon references herein to "VALIC" shall be deemed to be references to such Subsidiary. Parent and Purchasers shall use all best efforts to take, or cause to be taken, all action or do, or cause to be done, all things or execute any documents necessary, proper or advisable under applicable laws and regulations to provide Sellers with full credit for reinsurance in the States of New York, New Hampshire and Vermont.
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SUBSTITUTE PURCHASER. If at any particular time, the Investors have exercised the Put Option and the transaction contemplated by the Put Option has not been completed in accordance with the terms thereof, (i) the Stockholders other than the Investors shall lose their right to nominate any Director, (ii) the Directors nominated by the Stockholders other than the Investors shall immediately resign, (iii) the Investors shall have the further right to nominate and have elected an additional five Directors (one (1) to be appointed by WV, one (1) to be appointed by HCP, one (1) to be appointed by CIVF and two (2) to be appointed by a majority of the Class C Preferred Shares), exercisable immediately, (iv) the Investors shall not be bound by the provisions of Section 7.2 and may at the particular time proceed to sell their Shares, and (v) a Majority in Interest may require the sale of the Shares of the other Stockholders as follows:
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SUBSTITUTE PURCHASER. 25.1 At any time prior to the Unconditional Date, the Purchaser's Guarantor may notify the Seller and the Seller's Guarantor that a direct or indirect wholly-owned subsidiary of the Purchaser's Guarantor (other than the Purchaser) (the "Substitute Purchaser") shall buy the Shares instead of the Purchaser (the “Substitution”). At any time after the Purchaser's Guarantor serves that notice (but before the Unconditional Date), the Purchaser's Guarantor may deliver to the Seller and the Seller’s Guarantor a deed of adherence to this Agreement in a form substantively as set out in Schedule 8 executed by the Substitute Purchaser (the "Deed of Adherence").
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Related to SUBSTITUTE PURCHASER

  • Substitute Purchase Warrant In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section shall similarly apply to successive consolidations or share reconstructions or amalgamations.

  • Purchaser's Investment Representations Each Purchaser hereby represents (i) that it is acquiring the Restricted Securities purchased hereunder or acquired pursuant hereto for its own account with the present intention of holding such securities for purposes of investment, and that it has no intention of selling such securities in a public distribution in violation of the federal securities laws or any applicable state securities laws, (ii) that it is an "accredited investor" and a sophisticated investor for purposes of applicable U.S. federal and state securities laws and regulations, (iii) that this Agreement and each of the other agreements contemplated hereby constitutes (or will constitute) the legal, valid and binding obligation of each Purchaser, enforceable in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency or other similar laws affecting creditors' rights generally and (iv) that the execution, delivery and performance of this Agreement and such other agreements by such Purchaser does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which such purchaser is subject. Notwithstanding the foregoing, nothing contained herein shall prevent such Purchaser and subsequent holders of Restricted Securities from transferring such securities in compliance with the provisions of SECTION 4 hereof. Each certificate for Restricted Securities shall be imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED ON [DATE OF ISSUANCE] AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE PURCHASE AGREEMENT, DATED AS OF SEPTEMBER __, 2001 BY AND AMONG THE ISSUER (THE "COMPANY") AND CERTAIN INVESTORS, AND THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF SUCH SECURITIES UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED WITH RESPECT TO SUCH TRANSFER. A COPY OF SUCH CONDITIONS SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE."

  • Purchaser's Representations Purchaser represents and warrants to Seller as follows:

  • Purchase and Closing (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."

  • EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT This Warrant is exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. The term "Warrant" as used herein includes any Warrants into which this Warrant may be divided or exchanged. Upon receipt by the Company of evidence satisfactory to it of the loss, theft or destruction of this warrant and of reasonably satisfactory indemnification, and upon surrender and cancellation of this Warrant, if mutilated, the Company will execute and deliver a new Warrant of like tenor and date. Any such new Warrant executed and delivered shall constitute an additional contractual obligation on the part of the Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated shall be at any time be enforceable by anyone. This Warrant shall not be transferable upon the transfer books of the Company with respect to record ownership of this Warrant or the Warrant Shares until and unless any such proposed transferee executes and delivers to the Company, in writing, representations and warranties of the Holder under this Warrant comparable to those set forth in paragraph (I) below and delivers to the Company an opinion of counsel, satisfactory to the Company in its sole discretion, both as to the issuer of the opinion and the substance of such opinion, that such transfer does not require registration under the Securities Act and that such transfer is exempt from any such registration under the Securities Act or any applicable state securities laws.

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