Asset Transactions Sample Clauses

Asset Transactions. Any agreement or understanding (i) for the sale of its assets in excess of $25,000 outside of the ordinary course of business; (ii) for the grant of any preferential right to purchase any of its assets, properties, or rights in excess of $25,000; or (iii) which requires the consent of any third party to the transfer and assignment of any assets, properties, or rights in excess of $25,000.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Asset Transactions. In the event of any Asset Transaction or series of Asset Transactions (other than any Asset Transaction permitted under Xxxxxxx 0.00(x), (x), (x), (x), (x), (x), (x) or (m) or any Permitted Commercialization Arrangements, excluding in each case any such transaction or arrangement consisting of or including an exclusive license of the Intellectual Property in a field of use or scope covering the Product within the United States), yielding Asset Transaction Net Proceeds in excess of $1,000,000 in the aggregate (or, in the case of Asset Transactions permitted under Section 9.09(h), yielding Asset Transaction Net Proceeds in excess of $5,000,000 individually or $20,000,000 in the aggregate for all such Asset Transactions), Borrower shall provide five (5) days’ prior written notice of the closing of such Asset Transaction to Administrative Agent and, if within such notice period Majority Lenders or Administrative Agent advise Borrower that the Majority Lenders require a prepayment pursuant to this Section 3.03(b)(i), Borrower shall: (x) if the assets sold, transferred, leased or licensed represent all or substantially all of the assets of the Obligors, prepay the aggregate outstanding principal amount of the Loans in an amount equal to the Redemption Price applicable on the date of such Asset Transaction in accordance with Section 3.03(a), and (y) in the case of all other Asset Transactions not described in the foregoing clause (x), prepay the Loans in an amount equal to the amount of the Asset Transaction Net Proceeds of such Asset Transaction credited in the following order: (A) first, in reduction of Borrower’s obligation to pay any unpaid interest and any fees then due and owing (including any fees payable pursuant to the Fee Letter); (B) second, in reduction of Borrower’s obligation to pay any Claims or Losses referred to in Section 13.03 then due and owing; (C) third, in reduction of Borrower’s obligation to pay any amounts due and owing on account of the unpaid principal amount of the Loans; (D) fourth, in reduction of any other Obligation then due and owing; and (E) fifth, to Borrower or such other Persons as may lawfully be entitled to or directed by Borrower to receive the remainder. 137168310 v21
Sample 1
Asset Transactions. (a) BBI must procure that the relevant BBI Group Members that are parties to the Asset Transaction Agreements, enter into each of the Asset Transaction Agreements on or prior to the Transaction Completion Date. (b) Brookfield must procure that the relevant Brookfield Investors that are parties to the Asset Transaction Agreements (as applicable), enter into each of the Asset Transaction Agreements on or prior to the Transaction Completion Date. (c) Subject to the satisfaction or waiver of the Conditions Precedent in accordance with clause 3, the parties must complete each of the Asset Transactions on the terms set out in the Asset Transaction Agreements on the Transaction Completion Date (including, without limitation, procuring that their respective Related Bodies Corporate and Affiliates that are parties to the Asset Transaction Agreements complete the Asset Transactions on the Transaction Completion Date).
Sample 1
Asset Transactions. The aggregate consideration for the assets which are the subject of an Asset Transaction shall be an amount equal to the value attributed in schedule 3 (as adjusted) to: (a) intangible assets; plus (b) net tangible assets (including cash) as at the Effective Date. In determining the value to be attributed to the intangible assets, goodwill will be included at a value of £nil. In determining the value to be attributed to the net tangible assets as at the Effective Date: (i) No account shall be taken of intra-group payables and receivables (whether trading or non-trading) accrued or reserved as at the Effective Date; (ii) No account shall be taken of any accrual, provision or reserve for VAT, sales taxes or any other Taxation accrued as at the Effective Date; (iii) No account shall be taken of any accrual, provision or reserve for bonuses or incentives as referred to in clause 1.3(h); (iv) The costs of any investment(s) in subsidiaries will be included at a value of £nil; (v) No account shall be taken of any asset other than an asset to be acquired by Ericsson or an Ericsson subsidiary in accordance with this agreement; (vi) There shall be no accrual, provision or reserve in respect of any liability other than a liability to be assumed by Ericsson or an Ericsson subsidiary in accordance with the provisions of this agreement; (vii) There shall be no accrual, provision or reserve in respect of any costs, liabilities or charges to be incurred after the Effective Date relating to the disposal, closure, reorganisation or restructuring of any operations other than those duly authorised by Marconi (if any) prior to the Effective Date; (viii) No account shall be taken of the provision for the Siemens contract in Germany carried at £2.3 million as at 30 September 2005; (ix) No account shall be taken of the provision for the GT Nigeria contract carried at £2.59 million as at 30 September 2005; (x) No account shall be taken of any intra-company profit in stock; (xi) No account shall be taken of events arising after the Revised Provisional Closing Balance Sheet has been presented to Ericsson in accordance with the provisions of clause 3.1; (xii) No account shall be taken of the change of control of the assets or liabilities to be acquired or assumed pursuant to this agreement. In determining the value to be attributed to inventory in, or included in schedule 3, the parties agree that such valuation shall exclude any intra-company profit to the extent that Marconi or the...
Sample 1
Asset Transactions purchase or otherwise acquire or sell, transfer, lease, exchange or otherwise dispose of any interest in or right to land or any other single asset or property having a value in excess of $100,000 or assets or properties having an aggregate value in excess of $100,000 for Frontier and its Subsidiaries taken as a whole;
Sample 1
Asset Transactions. If the transaction takes form as a sale or licensing or other way of realising all or a material part of the assets or intellectual property rights of the Company (“Asset Transaction”) rather than as a Security Transaction, the decision to carry out such transaction shall be made at a Board meeting of the Company. The Board members nominated by NBFPI (the “Dragging Board members”) have the right to demand that the other Parties shall ensure that the Board members nominated by them vote in favour of the Asset Transaction.
Sample 1
Asset Transactions. Any agreement or understanding (i) for the sale of its assets outside of the ordinary course of business; (ii) for the grant of any preferential right to purchase any of its assets, properties, or rights; or (iii) which requires the consent of any third party to the transfer and assignment of any assets, properties, or rights.
Sample 1
AutoNDA by SimpleDocs
Asset Transactions 
Sample 1

Related to Asset Transactions

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Intercompany Transactions 72 Section 9.13

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!