Affiliated Purchaser definition
Examples of Affiliated Purchaser in a sentence
Neither this Agreement nor any of the rights, interests or obligations under this Agreement will be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, except to an Affiliated Purchaser pursuant to Section 2(d).
The Warrants will be exactly the same, except that if the Investor is an Affiliated Purchaser (as defined below) as of the Closing Date, the Warrants issued to such Affiliated Investor, if any, will provide that the Affiliated Purchaser may exercise the Warrant on a cashless basis using the formula contained therein.
The Company shall have caused KPMG LLP, its independent registered public accounting firm, to have furnished the Investor and any Affiliated Purchaser or Additional Investor, with respect to the Initial Resale Registration Statement, with a comfort letter, dated the Closing Date covering such matters of the type customarily covered by comfort letters as the Investor reasonably requests.
The Investor Shares to be issued and sold by the Company to the Investor or any Affiliated Purchaser or Additional Investor hereunder, when such Shares are issued and delivered against payment therefor by the Investor hereunder, will be duly and validly authorized, issued and delivered and fully paid and non-assessable, free and clear of all Taxes, liens, preemptive rights, rights of first refusal, subscription and similar rights.
Notwithstanding anything to the contrary contained herein, any Affiliated Purchaser that has purchased Notes pursuant to this subsection (d) may, in their sole discretion, contribute, directly or indirectly, principal amount of such Notes, plus all accrued and unpaid interest thereon, to the Issuer for the purpose of cancelling and extinguishing such Term Notes.