No Purchaser definition

No Purchaser s Group Company nor any creditor of any Purchaser's Group Company has presented any petition, application or other proceedings for any administration order, creditors' voluntary arrangement or similar relief by which the affairs, business or assets of the company concerned are managed by a person appointed for the purpose by a Court, governmental agency or similar body, or by any creditor or by the company itself nor has any such order or relief been granted or appointment made. 121 Schedule 8 Form of the Certificate ▇▇▇▇ ▇▇▇▇ Gas Holdings Limited (a company incorporated in Bermuda with limited liability) Certificate No.: [o] HK$[o] TRANCHE [A/B] CONVERTIBLE NOTE Issued pursuant to the memorandum of association and bye-laws of ▇▇▇▇ ▇▇▇▇ Gas Holdings Limited (the "Issuer"), a resolution of the board of directors of the Issuer passed on [o] 2004 and a resolution of the shareholders of the Issuer passed on [o] 2004. THIS IS TO CERTIFY that [o] whose registered office is situate at ▇▇/▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇'▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇ is the registered holder (the "Noteholder") of the above-mentioned Convertible Note (the "Note"). The Noteholder is entitled to require the Issuer to convert the whole or any part(s) of the principal amount outstanding under this Note into ordinary shares in the capital of the Issuer subject to and in accordance with the terms and conditions attached hereto which shall form an integral part of this Certificate (the "Conditions"). Subject to the foregoing, the Issuer, for value received, promises to redeem the Note and pay the principal sum of HK$[o] to the Noteholder in accordance with the Conditions. The Issuer shall pay interest on the principal amount of the Note in accordance with the Conditions. GIVEN under the seal of the Issuer on [o] 2004. ----------------------- Director ----------------------- Secretary/Director
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No Purchaser has taken or will take any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction.
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No Purchaser is an `Affiliate' or `Associate' (as such terms are defined in Rule 12b-2 under the Exchange Act) of any other Purchaser or is acting in concert with any other Purchaser, except (i) that Ampersand IV Limited Partnership and Ampersand IV Companion Fund Limited Partnership may be deemed to be Affiliates or Associates of one another, (ii) to the extent that a member or partner of a Purchaser or a member of a partner of a Purchaser is a member or partner of another Purchaser or a member or partner of a member or partner of another Purchaser, (iii) by virtue of the existence of the Governance Agreement and/or the Voting Agreement dated as of November 10, 2000, as amended, supplemented or modified from time to time, among Ampersand IV Limited Partnership, Ampersand IV Companion Fund Limited Partnership, Morg▇▇▇▇▇▇▇▇ and Sound Beach Technology Partners, LLC relating to voting of the shares of Common Stock in an election of directors to the Company's board of directors (the "Voting Agreement"), and (iv) as otherwise provided in any Transaction Document."
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Examples of No Purchaser in a sentence

  • No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Securities purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Securities.

  • No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, shareholders or agents for any such disclosure.

  • No Purchaser will make any sale, transfer or other disposition of the Securities in violation of federal or state securities laws.

  • No Purchaser shall be liable for the indemnification obligations of any other Purchaser.

  • No Purchaser shall have any obligation with respect to any fees, or with respect to any claims made by or on behalf of other Persons for fees, in each case of the type contemplated by this Section 3.2(i) that may be due in connection with the transactions contemplated by this Agreement or the Transaction Documents.

  • No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, stockholders or agents for any such disclosure.

  • No Purchaser has agreed to act with any other Purchaser for the purpose of acquiring, holding, voting or disposing of the Shares purchased hereunder for purposes of Section 13(d) under the Exchange Act, and each Purchaser is acting independently with respect to its investment in the Shares.

  • No Purchaser has made or hereby makes any other representations or warranties, express or implied, to the Company in connection with the transactions contemplated hereby.

  • No Purchaser shall have any liability to the Company, its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, stockholders or agents for any such disclosure.

  • No Purchaser is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).