Initial Purchaser As defined in the preamble hereto.
Eligible Purchaser means a corporation, partnership or other entity which we have reasonable grounds to believe and do believe can make representations with respect to itself to substantially the same effect as the representations set forth herein.
Investor is defined in the preamble to this Agreement.
Exempt commercial purchaser means any person purchasing commercial insurance that, at the time of placement, meets the following requirements:
Participating Stockholder means a “Participating Stockholder” under the HBB Stockholders’ Agreement, HY Stockholders’ Agreement and NACCO Stockholders’ Agreement, to the extent the Partnership owns HBB Class B Shares, HY Class B Shares or NACCO Class B Shares. A Partner shall cease to be a Participating Stockholder under this Agreement and shall be deemed to be a Former Partner immediately prior to any event or lapse of time that causes such Partner to no longer be a “Participating Stockholder” under such applicable stockholders’ agreements.
Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.
Initial Purchasers shall have the meaning set forth in the preamble.
Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.
Initial Purchase Price has the meaning set forth in Section 2.1.
Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.
Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.
Additional Purchased Securities Securities provided by Seller to Buyer pursuant to Paragraph 4(a) hereof;
Placement Agent means X.X. Xxxxxxxxxx & Co., LLC.
Initial Purchase Agreement means the Purchase Agreement (including the related Blanket Endorsement, Initial Xxxx of Sale and any attachments thereto) substantially in the form of Attachment A hereto (of which these Master Terms form a part by reference), to be executed by VL Funding, the VL Funding Eligible Lender Trustee on behalf of VL Funding, Funding and the Interim Eligible Lender Trustee on behalf of Funding, which shall certify that the representations and warranties made by VL Funding as set forth in Sections 5(A) and (B) and by the Servicer as set forth in Section 5(C) of these Master Terms are true and correct as of the Closing Date.
Additional Purchasers means purchasers of Additional Notes.
Designated Holder means the Holder of Note A-1.
Initial Purchase Date means the date of the Initial Purchase.
Targeted Holder means each holder of (i) a right to receive interest or principal with respect to the Retained Notes, (ii) any interest in the Trust with respect to which an Opinion of Counsel has not been rendered that such interest will be treated as debt for federal income tax purposes, and (iii) a right to receive any amount in respect of the Trust Certificate; provided, however, that any Person holding more than one right or interest each of which would cause such Person to be a Targeted Holder shall be treated as a single Targeted Holder.
Eligible Holder means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).
Participating Dealer means any licensed broker or dealer and who has entered into a Participation Agreement in form and substance acceptable to the Manager and the Trustee.
Trading Partner means an entity that has registered with the Commission to exchange data through Electronic Data Interchange.
First Tier Participant refers to the participant who has entered into a covered transaction with a grantee or subgrantee of Federal funds (such as the prime or general contractor). “Lower Tier Participant” refers any participant who has entered into a covered transaction with a First Tier Participant or other Lower Tier Participants (such as subcontractors and suppliers).
Servicer Employee As defined in Section 3.18.
Selling Shareholder has the meaning set forth in Section 3.04(a).
Shareholder-Initiated Transfer Purchase means a transaction that is initiated or directed by a Shareholder that results in a transfer of assets within a Contract to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a contractual or systematic program or enrollment such as transfer of assets within a Contract to a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation programs, or automatic rebalancing programs; (ii) pursuant to a Contract death benefit; (iii) one-time step-up in Contract value pursuant to a Contract death benefit; (iv) allocation of assets to a Fund through a Contract as a result of payments such as loan repayments, scheduled contributions, retirement plan salary reduction contributions, or planned premium payments to the Contract; or (v) pre-arranged transfers at the conclusion of a required free look period.
Living Holder A Certificate Owner of a Special Retail Certificate other than a Deceased Holder.