No Purchaser definition

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, Morgxxxxxxxx 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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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 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 Xxxx Xxxx Gas Holdings Limited (a company incorporated in Bermuda with limited liability) Certificate No.: [o] HK$[o] TRANCHE [A/B] CONVERTIBLE NOTE Issued pursuant to the memorandum of association and bye-laws of Xxxx Xxxx Gas Holdings Limited (the "Issuer"), a resolution of the board of directors of the Issuer passed on [o] 2004 and a resolution of the shareholders of the Issuer passed on [o] 2004. THIS IS TO CERTIFY that [o] whose registered office is situate at 00/X, XXXX Xxxxx, XxxXxx Xxxxx, 000 Xxxx'x Xxxx, Xxxxxx Xxx, Xxxx Xxxx is the registered holder (the "Noteholder") of the above-mentioned Convertible Note (the "Note"). The Noteholder is entitled to require the Issuer to convert the whole or any part(s) of the principal amount outstanding under this Note into ordinary shares in the capital of the Issuer subject to and in accordance with the terms and conditions attached hereto which shall form an integral part of this Certificate (the "Conditions"). Subject to the foregoing, the Issuer, for value received, promises to redeem the Note and pay the principal sum of HK$[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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Examples of No Purchaser in a sentence

  • No Purchaser will incur any liability to the Contractor, and the Contractor shall not incur any liability to any Purchaser, if its performance of any obligation under this Contract is prevented or delayed by causes beyond its control and without its fault or negligence.

  • 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 shall be liable for the indemnification obligations of any other Purchaser.

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

  • 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, 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 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).

Related to No Purchaser

  • Purchaser means the organization purchasing the goods.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

  • Bona fide purchaser means a purchaser of property for value who was not knowingly a party to fraud or illegality affect- ing the interest of the spouses or other parties to the transaction, does not have notice of an adverse claim by a spouse and acted in the transaction in good faith.

  • Buyer has the meaning set forth in the preamble.

  • Seller has the meaning set forth in the preamble.

  • the Seller means the person so described in the Order;

  • Contributor means Licensor and any individual or Legal Entity on behalf of whom a Contribution has been received by Licensor and subsequently incorporated within the Work.

  • Selling Shareholder has the meaning set forth in Section 3.04(a).

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Purchaser Affiliate means any affiliate of the Purchaser, including a transferee who is an affiliate of the Purchaser, and any person who controls the Purchaser or any affiliate of the Purchaser within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act; and

  • BIDDER/Seller which expression shall mean and include, unless the context otherwise requires, his successors and permitted assigns) of the second part.

  • First purchaser means the first buyer of a manufactured item that contains ferrous or nonferrous metal in a retail or business-to-business transaction. A person that purchases scrap metal, or other property described in section 10, in violation of this act, or an automotive recycler, pawnshop, scrap metal recycler, or scrap processor is not considered a first purchaser.

  • Original Purchaser means the original purchaser of the Bonds designated by the Fiscal Officer in the Certificate of Award.

  • Investor is defined in the preamble to this Agreement.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Forward Purchaser has the meaning set forth in the introductory paragraph of this Agreement.

  • Seller Party means any of the Seller, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.

  • Power Purchaser means the entity that is purchasing the capacity and energy to be transmitted under the Tariff.

  • the Buyer means the person who accepts a quotation or offer of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller;

  • Purchasers is defined in Section 12.3.1.

  • Principal Shareholder means any corporation, Person or other entity which is the beneficial owner, directly or indirectly, of five percent (5%) or more of the outstanding Shares of any class or series and shall include any affiliate or associate, as such terms are defined in clause (ii) below, of a Principal Shareholder. For the purposes of this Section, in addition to the Shares which a corporation, Person or other entity beneficially owns directly, (a) any corporation, Person or other entity shall be deemed to be the beneficial owner of any Shares (i) which it has the right to acquire pursuant to any agreement or upon exercise of conversion rights or warrants, or otherwise (but excluding share options granted by the Trust) or (ii) which are beneficially owned, directly or indirectly (including Shares deemed owned through application of clause (i) above), by any other corporation, Person or entity with which its "affiliate" or "associate" (as defined below) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of Shares, or which is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, and (b) the outstanding Shares shall include Shares deemed owned through application of clauses (i) and (ii) above but shall not include any other Shares which may be issuable pursuant to any agreement, or upon exercise of conversion rights or warrants, or otherwise.

  • Buyer Parties means Buyer, its respective Affiliates and the former, current or future equity holders and Representatives of each of the foregoing.

  • The Vendor means the person, firm, company or organization on whom the Purchase Order is placed and shall be deemed to include the vendor’s successors, representative heirs, executors and administrator as the case may be. It may also be referred to as Seller, Contractor or Supplier.

  • 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.

  • Standby Purchaser shall have the meaning set forth in the preamble hereof.