Additional Purchase Transaction definition
Examples of Additional Purchase Transaction in a sentence
Neither the Transaction Documents nor any Transaction, Additional Purchase Transaction or Future Funding Transaction thereunder are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any of Seller’s creditors.
As of the related Purchase Date and the date of each Future Funding Transaction and Additional Purchase Transaction, Seller has no Knowledge of any facts or circumstances that are reasonably likely to have a material adverse effect on any Purchased Asset or Underlying Mortgaged Property.
Buyer’s failure to respond to Seller on or prior to five (5) calendar days prior to the proposed Purchase Date, shall be deemed to be a denial of Seller’s request that Buyer approve the proposed Eligible Asset or proposed Additional Purchase Transaction or Future Funding Transaction, as applicable, unless Buyer and Seller has agreed otherwise in writing.
The Stockholder may, in its sole discretion, withdraw any Stockholder Purchase Offer and terminate any Additional Purchase Transaction at any time.
Buyer and each Seller acknowledge that, and have entered hereinto and will enter into each Transaction (including an Additional Purchase Transaction or Future Funding Transaction) hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other.
If the Stockholder or its Affiliates proposes to engage in an Additional Purchase Transaction, the Stockholder or its Affiliates shall offer to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions as the Additional Purchase Transaction (the “Stockholder Purchase Offer”).
For the avoidance of doubt, any withdrawal of a Stockholder Purchase Offer shall require the termination of the Additional Purchase Transaction giving rise to such Stockholder Purchase Offer.
The Stockholder shall not, and shall cause its Affiliates not to, consummate, in whole or in part, any Additional Purchase Transaction or Stockholder Purchase Offer unless such Stockholder Purchase Offer is (i) accepted and approved by a special committee of the Non-Affiliated Directors or a subset thereof, and (ii), in the case of a Rule 13e-3 Transaction, accepted and approved by holders of a majority of the Common Stock held by stockholders of the Company other than the Stockholder and its Affiliates.
With respect to a New Asset that is a Pre-Existing Asset, each of the Purchased Asset Documents and, with respect to a Purchased Asset that is the subject of a proposed Additional Purchase Transaction or Future Funding Transaction, any Purchased Asset Document that has been modified or amended in any manner since the related Purchase Date.
Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction (including an Additional Purchase Transaction or Future Funding Transaction) hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other.