Alternative Purchaser definition
Examples of Alternative Purchaser in a sentence
If Seller elects the Cash Settlement Alternative, Purchaser shall provide notice of such election (specifying whether such cash settlement is being made in connection with a Rollover Offering) to the holders of the Securities, not less than 30 nor more than 90 days prior to the Exchange Date as then in effect.
In order to exercise the option referred to in the preceding sentence, the Purchaser must deliver written notice to the Alternative Purchaser not later than the second Business Day following the termination of this Agreement pursuant to Section 8.01(f).
If Seller elects the Cash Settlement Alternative, Purchaser shall provide notice of such election to the holders of the Securities, not less than 45 days, nor more than 90 days, prior to the Exchange Date as then in effect.
Payment of the Break-Up Fee and Expense Reimbursement shall be made by wire transfer of immediately available U.S. funds to an account designated by Buyer from the proceeds of a sale to an Alternative Purchaser, with such payment to be made immediately upon the consummation of such sale.
The endorsement of the Shares to the Purchaser or the Alternative Purchaser (as the case may be) (the “Closing”) shall be made on the “Closing Date”, subject to fulfillment or waiver (by the Party legitimated to waive) of the Conditions on or prior to such endorsement.
Subject to the fulfillment or waiver (by the Party legitimated to waive) of the conditions precedent indicated under Article 3 (“Conditions”) within and not later than the and Date, at the Closing Date the Seller shall sell and endorse the Shares in favor of the Purchaser or the Alternative Purchaser (as the case may be) in exchange for the payment of the Price by the Purchaser or the Alternative Purchaser, as the case may be.
Prior to endorsing the Shares in favor of the Purchaser or the Alternative Purchaser (as the case may be), written evidence of the occurrence of the irrevocable wire-transfer shall be provided to the Seller.
In this regard the Purchaser and the Alternative Purchaser (if any) undertake to negotiate in good faith with potential lenders (the “Purchaser’s Lenders”) and carry out any reasonably necessary activity in order to obtain said Financing.
The Parties have agreed that the Company be sold by the Seller to the Purchaser or the Alternative Purchaser (as the case may be), on an “as is basis”, the Purchaser or the Alternative Purchaser (as the case may be) assuming all the Company’s rights and liabilities as of and after the Closing Date.
All taxes, stamp duties, notarial fees and any other expenses related to this Agreement shall be borne by the Purchaser and the Alternative Purchaser (if any).