Future Purchasers Clause Samples

The "Future Purchasers" clause defines the rights and obligations of parties in relation to individuals or entities who may acquire an interest in the subject matter of the agreement at a later date. Typically, this clause ensures that any future buyers or assignees are bound by the same terms and conditions as the original parties, often requiring the seller to notify or obtain consent from the original contracting party before a transfer occurs. Its core practical function is to maintain continuity and enforceability of the agreement, preventing circumvention of contractual obligations through subsequent transfers or sales.
Future Purchasers to the disclosure of any information to any purchaser or potential purchaser of Receivables from the Purchaser.
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Future Purchasers. The Company shall not grant to holders of any of its equity securities registration rights superior to those granted to the Holders hereunder unless the Company (i) obtains the prior written consent of the holders of a majority of the Registrable Securities or (ii) grants equal rights to the Holders. The Company shall not grant registration rights with respect to the Common Stock outstanding at the closing of the Preferred Shares.
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Future Purchasers. Before selling Mortgage Loans to Purchasers who are not Purchasers as of the closing date of the Loan, Borrower will submit the names of such potential Purchasers and any other information reasonably required by First Union to First Union for approval, in its sole reasonable discretion, and upon receipt of approval of the potential Purchasers by First Union, shall require each such Purchaser to execute a Bailee Agreement prior to the sale of any Mortgage Loan to such potential Purchaser.
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Future Purchasers. The Company shall use its best efforts to have each future holder of capital stock of the Company agree to be bound by similar restrictions on transfer as set forth in this Section 1.14.
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Future Purchasers. Unless waived by unanimous vote of the Board of Directors, the Company shall require each employee or other purchaser, as a condition to purchasing capital stock of the Company or rights to acquire capital stock of the Company, to execute a market stand-off agreement in the form set forth in subparagraph (a). This covenant shall terminate and be of no further force and effect upon termination of the effectiveness of subparagraph (a). -------------------------------------------------------------------------------- STOCKHOLDERS AGREEMENT - PAGE 11 (INFINITY/ORIX) 76
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Future Purchasers. Before selling Mortgage Loans to Purchasers who are not Purchasers as of the closing date of the Loan, Borrower will submit the names of such potential Purchasers and any other information reasonably required by First Union to First Union for approval, in its sole reasonable discretion, and upon receipt of approval of the potential Purchasers by First Union, shall require each such Purchaser to execute a Bailee Agreement prior to the sale of any Mortgage Loan to such potential Purchaser." 12. Section 9.1(a) is hereby deleted in its entirety and replaced with the following: (a) if Borrower fails to pay any amount due to First Union on its due date under the Note or this Agreement or otherwise be in default under the Note, except that if failure to pay a principal payment when due in accordance with Article V is caused by a Purchaser's failure to purchase a Mortgage Loan (which failure to purchase is not directly or indirectly the fault of Borrower or a result of Borrower's actions), Borrower shall not be in default unless such principal payment is not made within fifteen (15) days from the date on which such principal payment is due.
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Future Purchasers. The Trust, the Eligible Lender Trustee and the Indenture Trustee each hereby agree that, in the event of any sale or other transfer of the Access Loans included in the Trust Student Loan Portfolio to any third party, the Trust, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, as seller (i) shall use reasonable efforts to obtain from the purchaser or transferee of the Access Loans included in the Trust Student Loan Portfolio an agreement in form and substance satisfactory to LAI pursuant to which such purchaser or transferee agrees to observe and comply with the obligations of the parties to this Agreement under Sections 3 and 4 hereof and the obligations of the Trust, the Eligible Lender Trustee or the Indenture Trustee, as the case may be, as seller under this clause (i) of Section 5 hereof and (ii) shall obtain from any such purchaser or transferee an agreement to provide LAI with prior notice of any future sale of the Access Loans included in the Trust Student Loan Portfolio, or portion thereof, acquired by such purchaser or transferee and an agreement to comply with the obligations of the Trust under Section 2 and the obligations of the seller under this clause (ii) of Section 5 and under the last sentence of Section 8(b)(i) of this Agreement (provided, however, that if the purchaser or transferee does not
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Related to Future Purchasers

  • PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.

  • SELLING STOCKHOLDERS The shares of Common Stock being offered by the selling stockholders are issuable upon conversion of the convertible debentures and upon exercise of the warrants. For additional information regarding the issuance of those convertible notes and warrants, see “Private Placement of Convertible Debentures and Warrants” above. We are registering the shares of Common Stock in order to permit the selling stockholders to offer the shares for resale from time to time. Except as otherwise notes and except for the ownership of the convertible Debentures and the warrants issued pursuant to the Securities Purchase Agreement, the selling stockholders have not had any material relationship with us within the past three years. The table below lists the selling stockholders and other information regarding the beneficial ownership of the shares of Common Stock by each of the selling stockholders. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the convertible debentures and warrants, as of , 200 , assuming conversion of all convertible debentures and exercise of the warrants held by the selling stockholders on that date, without regard to any limitations on conversions or exercise. The third column lists the shares of Common Stock being offered by this prospectus by the selling stockholders. In accordance with the terms of a registration rights agreement with the selling stockholders, this prospectus generally covers the resale of at least (i) 300% of the number of Conversion Shares issued and issuable pursuant to the convertible debentures as of the trading day immediately preceding the date the registration statement is initially filed with the SEC, and (ii) 100% of the number of warrant shares issued and issuable pursuant to the warrants as of the trading day immediately preceding the date the registration statement is initially filed with the SEC. Because the conversion price of the convertible debentures and the exercise price of the warrants may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling stockholders pursuant to this prospectus. Under the terms of the convertible debentures and the warrants, a selling stockholder may not convert the convertible debentures or exercise the warrants to the extent such conversion or exercise would cause such selling stockholder, together with its affiliates, to beneficially own a number of shares of Common Stock which would exceed 4.99% of our then outstanding shares of Common Stock following such conversion or exercise, excluding for purposes of such determination shares of Common Stock issuable upon conversion of the convertible debentures which have not been converted and upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser The signatory party to this Contract other than the Administrator. Purchaser is also defined to include employees and agents of the Purchaser authorized to conduct activities as required for execution of the timber sale Contract. As an independent contractor, neither the Purchaser, its employees or agents are considered employees of the State of Montana pursuant to work performed under this Contract.

  • SELLING SHAREHOLDERS The common stock being offered by the selling shareholders are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants. For additional information regarding the issuances of those shares of common stock and warrants, see "Private Placement of Common Shares and Warrants" above. We are registering the shares of common stock in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders have not had any material relationship with us within the past three years. The table below lists the selling shareholders and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares of common stock and warrants, as of ________, 2018, assuming exercise of the warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The third column lists the shares of common stock being offered by this prospectus by the selling shareholders. In accordance with the terms of a registration rights agreement with the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to the selling shareholders in the __________________ and (ii) the maximum number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this prospectus. Under the terms of the warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed [4.99]% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See "Plan of Distribution." The undersigned beneficial owner of common stock (the “Registrable Securities”) of TheMaven, Inc., a Delaware corporation (the “Company”), understands that the Company has filed or intends to file with the Securities and Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Registrable Securities, in accordance with the terms of the Registration Rights Agreement (the “Registration Rights Agreement”) to which this document is annexed. A copy of the Registration Rights Agreement is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Registration Rights Agreement. Certain legal consequences arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling stockholder in the Registration Statement and the related prospectus.