Purchaser of Control definition

Purchaser of Control means the person to whom the Selling Controlling Shareholder transfers the Controlling Shares in a Sale of Control of the Corporation.
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Purchaser of Control shall have the meaning set forth in the Stockholders Agreement.
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Purchaser of Control means one or more Persons (other than Restricted Persons) acquiring control of the Company pursuant to a Compliant Change of Control Transaction (including a Sponsor Sale or Merger Exit), but subject to and in accordance with Section 3.8 hereof. For the avoidance of doubt, such term shall include any and all successive “Purchasers of Control” after the initial Change of Control (including the initial Sponsor Sale or Merger Exit, if any) that occurs after the date hereof.
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Examples of Purchaser of Control in a sentence

  • Die Bedingung lautet dann „elf ist kleiner oder gleich zehn“, diese Aussage ist zweifellos falsch.

  • The provisions of Sections 4.1 (other than with respect to Televisa Investors), 4.2, and 4.3 shall expire as to any Share on the earlier of (i) a Change of Control (other than a Change of Control involving any Purchaser of Control, as provided in Section 3.8 above) and (ii) the Principal Investor Sell-Down; provided that Section 4.1 shall expire as to any Shares held by a Bank Investor only upon a Principal Investor Sell-Down.

  • Each of the foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control (other than a Change of Control involving any Purchaser of Control, as provided in Section 3.8 below), and (b) both a Sponsor Exit Sell-Down and receipt of TOC Approval.

  • The Company shall not record (i) any transfer of shares to the Purchaser of Control, or to any other person(s) which acquire Control until such time as they have executed the Statement of Consent from Controlling Shareholders ( Termo de Anuência dos Controladores); or (ii) any Shareholders’ Agreement that provides for the exercise of Control unless the signatories to the agreement have executed the Statement of Consent from Controlling Shareholders.Sole Paragraph.

  • Each of the foregoing provisions of this Section 2 shall expire on the earlier of (a) a Change of Control (other than a Change of Control involving any Purchaser of Control, as provided in Section 3.8 below), and (b) the Principal Investor Sell-Down.

  • The Company shall not record (i) any transfer of shares to the Purchaser of Control, or to any other person(s) which acquire Control until such time as they have executed the Statement of Consent from Controlling Shareholders ( Termo de Anuência dos Controladores); or (ii) any Shareholders Agreement that provides for the exercise of Control unless the signatories to the agreement have executed the Statement of Consent from Controlling Shareholders.

  • A.4 Treatment within Numeric Fields Where these data items are provided in a numeric field (within the body of the file*) any of the above characters will cause a file failure.

  • Except as provided below, none of the parties hereto shall have the right to assign this Agreement without the prior written consent of each of the other parties; provided, however, that this Agreement and any rights of the Managers hereunder may not be assigned to any Purchaser of Control or any person who is not an Affiliate of any Manager without the prior written consent of Grupo Televisa.

Related to Purchaser of Control

  • Transfer of Control means an Ownership Change Event or a series of related Ownership Change Events (collectively, the “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Risk Transfer Date means the date when the risk of loss or damage to the Works passes from the Contractor to the Employer in accordance with sub Clauses 38.2 and 39.1.

  • e of Control means the occurrence of any of the following:

  • Investment End Date : means 11 November 2022, or if such day is not a Scheduled Trading Day, the following day which is a Scheduled Trading Day.

  • Broker Dealer of Record means GWM Limited or any successor or replacement thereto or any other entity appointed as broker dealer of record in accordance with the terms of the Broker Dealer of Record Agreement.

  • Period End Date The 15th day of each calendar month, with Adjustment. Fixed Rate: [ ]%. Fixed Rate Day Count Fraction: 30/360. Floating Amounts: Floating Rate Payer: [ ]. Floating Rate Payer Payment Dates: The 15th day of each calendar month commencing on [ ], subject to adjustment in accordance with the Following Business Day Convention.

  • Escrow End Date has the meaning specified in the Escrow Agreement.

  • Non-Lead Securitization Determination Date means the “determination date” (or any term substantially similar thereto) as defined in the related Non-Lead Securitization Servicing Agreement.

  • Series Servicing Fee Percentage means 2.0%.

  • Major transit investment corridor means public transit service that uses or occupies:

  • Canadian Investment Manager designation means the designation earned through the Canadian investment manager program prepared and administered by CSI Global Education Inc. and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Substitute Commercial Paper Dealers means such Substitute Commercial Paper Dealer or Dealers as the Corporation may from time to time appoint or, in lieu of any thereof, their respective affiliates or successors.

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Permitted Special Servicer/Affiliate Fees Any commercially reasonable treasury management fees, banking fees, title insurance and/or other insurance commissions and fees, title agency fees, and appraisal review fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Serviced Loan or REO Property, in each case, in accordance with Article III of this Agreement.

  • Transfer Date means, in relation to a transfer, the later of:

  • Agreement End Date has the meaning specified in Section 10.1(e).

  • Principal Protection Amount means an amount per ETP Security, in respect of each Tranche of ETP Securities, corresponding to 2.00 per cent of the Principal Amount for the ETP Security of such Tranche.

  • Assumed Reinvestment Rate one-twelfth (1/12) of the yield rate, as of the date 5 Business Days before the Prepayment Date, on the Treasury Security, as reported in The Wall Street Journal, expressed as a decimal calculated to five digits. In the event that no yield is published on the applicable date for the Treasury Security, Lender, in its discretion, shall select the non-callable Treasury Security maturing in the same year as the Treasury Security with the lowest yield published in The Wall Street Journal as of the applicable date. If the publication of such yield rates in The Wall Street Journal is discontinued for any reason, Lender shall select a security with a comparable rate and term to the Treasury Security. The selection of an alternate security pursuant to this Section shall be made in Xxxxxx’s discretion.

  • designated sporting event generally means any association football match, whether national or international. The full legal definition of the different classes of designated sporting events may be found in the Sports Grounds and Sporting Events (Designation) (Amendment) Order 2011, under Article 2(1) and 2(2) of Schedule 2.

  • Purchaser Interest means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal: C / (NRB - AR) where: C = the Capital of such Purchaser Interest. NRB = the Net Receivables Balance. AR = the Aggregate Reserves. Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.

  • Purchase and Sale Termination Event has the meaning set forth in Section 8.1 of the Sale Agreement.

  • Substitution Date has the meaning specified in Paragraph 4(d)(ii).

  • Initial Transfer Date means the Series Issuance Date for the first Series of Transition Bonds.

  • prescribed amount means $10 000 or such other amount as may be prescribed;

  • Acquisition Period means any period commencing on the date that a Material Acquisition is consummated through and including the last day of the second full fiscal quarter following the date on which such acquisition is consummated; provided that there shall be at least one full fiscal quarter between any two Acquisition Periods.

  • CONTRACT END DATE Contract performance shall terminate as of December 31, 2027, with no new obligations being incurred after this date unless the Contract is properly amended, provided that the terms of this Contract and performance expectations and obligations shall survive its termination for the purpose of resolving any claim or dispute, for completing any negotiated terms and warranties, to allow any close out or transition performance, reporting, invoicing or final payments, or during any lapse between amendments. CERTIFICATIONS: Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract or Amendment shall be the latest date that this Contract or Amendment has been executed by an authorized signatory of the Contractor, the Department, or a later Contract or Amendment Start Date specified above, subject to any required approvals. The Contractor certifies that they have accessed and reviewed all documents incorporated by reference as electronically published and the Contractor makes all certifications required under the Standard Contract Form Instructions and Contractor Certifications under the pains and penalties of perjury, and further agrees to provide any required documentation upon request to support compliance, and agrees that all terms governing performance of this Contract and doing business in Massachusetts are attached or incorporated by reference herein according to the following hierarchy of document precedence, the applicable Commonwealth Terms and Conditions, this Standard Contract Form, the Standard Contract Form Instructions and Contractor Certifications, the Request for Response (RFR) or other solicitation, the Contractor’s Response (excluding any language stricken by a Department as unacceptable, and additional negotiated terms, provided that additional negotiated terms will take precedence over the relevant terms in the RFR and the Contractor’s Response only if made using the process outlined in 801 CMR 21.07, incorporated herein, provided that any amended RFR or Response terms result in best value, lower costs, or a more cost effective Contract.