Purchaser Representations definition

Purchaser Representations means the following representations, warranties and agreements made by an assignee or participant, as applicable: (i) a representation and warranty that such assignee or participant is a QIB, a QP and an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act and is entering into such assignment or participation as principal and not for the benefit of any third party, (ii) a representation that such assignee or participant is not a natural person, a Defaulting Lender, any Person who, upon becoming a Lender under the Margin Loan Agreement, would constitute a Defaulting Lender or an Affiliate of a Defaulting Lender, a Permitted Holder, the Parent, the Borrower, the Borrower Sole Member, any Issuer or any Affiliate of a Defaulting Lender, the Parent, the Borrower, the Borrower Sole Member or any Issuer, (iii) an acknowledgment that such assignee or participant fully understands any restrictions on transfers, sales and other dispositions in the Loan Documents or relating to any Collateral consisting of the Pledged Shares, (iv) an acknowledgment that such assignee or participant is able to bear the economic risk of its investment in the assignment or participation and is currently able to afford a complete loss of such investment, (v) a covenant that such assignee or participant will only assign its Loans or sell its participation or participations therein pursuant to documentation including such Purchaser Representations, (vi) an acknowledgment by such assignee or participant that the Pledged Shares forming part of the Collateral cannot be sold by the Borrower without registration under, or in a transaction exempt from the registration requirements under, the Securities Act, (vii) an acknowledgment that such assignee or participant is not entering into such assignment or participation on the basis of any material Non-public Information with respect to the Borrower, any Issuer, their Subsidiaries or their securities, and, if applicable, it has implemented reasonable policies and procedures, taking into consideration the nature of its business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material Non-public Information (it being understood that such assignee or participant may have material Non-public Information on the private side of its information wall, sometimes referred to as a “Chinese Wall,” at the time of such assignment or participation); provided that, for...
Purchaser Representations shall have the meaning set forth in Section 11.1(b).
Purchaser Representations means the following representations, warranties and agreements made by an assignee or participant, as applicable:

Examples of Purchaser Representations in a sentence

  • Sections 2(b)(iii) (Full Satisfaction), 2(b)(v) (Tax Withholding), 4 (Purchaser Representations) and 5 (Miscellaneous) shall survive any termination or expiration of this DDA.

  • See "Purchaser Representations and Requirements and Transfer Restrictions - Saudi Arabia LEPW Investor Agreement Letter" below.

  • Any such assignee shall make the Purchaser Representations to each of Collateral Agent, Administrative Agent and each other Lender hereunder.

  • In addition, after the occurrence and during the continuation of an Event of Default, the Collateral Agent shall have such powers of sale and other powers as may be conferred by applicable law.

  • Purchaser Representations (a) The Purchaser has full legal capacity, power and authority to execute and deliver this instrument and to perform its obligations hereunder.


More Definitions of Purchaser Representations

Purchaser Representations has the meaning set forth in Section 7.1(b).
Purchaser Representations means any representation or warranty made by the Purchaser or the Merger Sub in this Agreement or any agreement, document, certificate or instrument delivered pursuant hereto.
Purchaser Representations has the meaning set forth in Section 3.7.
Purchaser Representations means the following representations, warranties and agreements made by a New Lender, a sub participant of any Lender or any successor of a Lender, as applicable:
Purchaser Representations means the representations set forth in Section 3 of the Purchase Agreement, which are incorporated herein by reference; provided, however, that (i) all references therein to “the Shares” shall be deemed to be references to the Series B Common Shares, (ii) all references therein to “this Agreement” shall be deemed to be references to this Series B Purchase Agreement, (iii) all references therein to “the Purchasers,” including similar terms such as “the Purchaser”, “any Purchaser” and “each Purchaser,” shall be deemed to be references to Purchaser, and (iv) such representations, solely to the extent they relate to the Warrants or shares issuable upon exercise thereof, or to shares issuable upon conversion of shares of Series A Preferred Stock, shall be excluded from the Purchaser Representations.