Majority Buyer definition
Examples of Majority Buyer in a sentence
In the event that Buyer shall not have received repayment in full of the Aggregate Repurchase Price and the other Obligations of Sellers under the Transaction Documents following its liquidation of the Purchased Loans and the other Repurchase Assets, Majority Buyer may, in its sole and absolute discretion, pursue each Seller and Guarantor (to the extent provided in the Guaranty Agreement ) for all or any part of any deficiency.
No Grantor will, without the prior written consent of the Majority Buyer, cancel, terminate, materially amend or otherwise materially modify in any respect, or waive any provision of, any material License referred to in Schedule II hereto.
Notices to or from the Majority Buyer shall constitute notice to or from each Buyer.
For the avoidance of doubt, no Rollover Shares retained by the Rollover Participants shall be considered Acquired Interests, Majority Buyer shall not acquire any Rollover Shares, and no portion of the Purchase Price, the Purchase Price Adjustment or any other payment to be made to the Sellers hereunder shall be paid to the Rollover Participant’s with respect to their Rollover Shares.
At the Closing, Parent shall provide Majority Buyer a statement setting forth the date(s) of such funding(s) and each Exchange Rate with respect thereto.
Within two (2) Business Days of the date of this Agreement, the Majority Buyer shall present to the Company and its Board of Directors one or more candidates it believes to be an acceptable interim chief executive officer of the Company.
The Company shall not establish any record date for determining holders of Common Stock entitled to vote at the Stockholder Meeting, without giving written notice to the Majority Buyer, which shall be given not less than three days prior to the record date so established.
Prentice (as defined below) agrees that it will be the "Majority Buyer" for all purposes of this Agreement between the date hereof and the Closing Date.
Holdings, as the Escrow Representative, shall be responsible, on behalf of any or all of the Sellers, for giving notices to, and receiving notices from, Majority Buyer and/or the Escrow Agent, and any such notice received by Majority Buyer and/or the Escrow Agent from Holdings in its capacity as the Escrow Representative, or delivered to Holdings in its capacity as the Escrow Representative by Majority Buyer and/or the Escrow Agent, shall be binding upon each Seller.
Parent, the Sellers and the Company shall (and Parent, the Sellers and the Company shall cause their respective Affiliates and Representatives to), immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than the Majority Buyer and its Affiliates) conducted heretofore with respect to any of the foregoing.