Business Combination Transaction Sample Clauses
A Business Combination Transaction clause defines the terms and conditions under which two or more companies merge, consolidate, or otherwise combine their businesses. This clause typically outlines the structure of the transaction, such as whether it will be a merger, acquisition, or asset purchase, and specifies the treatment of shares, assets, and liabilities. It may also address the process for valuing the companies involved and any required approvals from shareholders or regulatory bodies. The core function of this clause is to provide a clear framework for executing a business combination, thereby reducing uncertainty and ensuring all parties understand their rights and obligations during the transaction.
Business Combination Transaction. If any Shareholder receives a bona fide proposal from a Third-Party Purchaser with respect to a Business Combination Transaction, subject to any duties such Shareholder may have to the Company as a member of the Board of Directors, (i) such Shareholder shall promptly notify the Representative of such Shareholder and such Representative shall promptly notify the Representative of the other Shareholder Group of such proposal and its material terms and (ii) the Shareholders shall consult with each in other in good faith for a period of five (5) Business Days regarding such Business Combination Transaction prior to entering into any agreement or arrangement with respect to such Business Combination Transaction.
Business Combination Transaction. On or prior to the date of this Agreement, the Board has passed a resolution, in form and substance acceptable to KLIM, waiving the application of Section 203 of the Delaware General Corporation Law (“Section 203”) to KLIM and its affiliates. KLIM acknowledges and agrees that, if at any time following the date of this Agreement, the Company has a class of voting stock that is (a) listed on a national securities exchange, or (b) held of record by more than 2,000 stockholders, it shall be a condition to KLIM or any of its affiliates (as defined in Section 203(c) of the Delaware General Corporation Law) entering into otherwise consummating a business combination (as defined in Section 203) with the Company that such business combination be approved by a majority of the members of the Board who are not employees or investment professionals of KLIM or any of its affiliated investment funds.
Business Combination Transaction. (i) In the event that, within three years from the date of this Agreement, the Company consummates a Business Combination Transaction (as defined below) in which the surviving entity is subject to periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the surviving entity shall have the right, upon twenty (20) days prior written notice (the "NOTICE"), to require the Purchaser to purchase for cash securities of the surviving entity of the class that is publicly traded. The number of securities to be purchased shall be equal to $4,000,000 divided by the average closing price (or price of the last trade if no closing price is available)for the ten trading days ending at the close of business on the date two days prior to the date of the closing of the Purchaser's purchase of the securities under this subsection, as reported on the exchange or system on which the surviving entity's securities are traded, rounded to the nearest whole share. The Purchaser's obligations under this paragraph shall terminate in the event that the surviving entity shall not have given the Notice to the Purchaser within sixty days after the consummation of the Business Combination of Transaction.
(ii) For purposes of this Section 9(b), a "Business Combination Transaction" shall mean a merger, sale of all or substantially all of the Company's assets (including the assets associated with the activities being conducted pursuant to the Research Agreement between the Purchaser at the Company of even date herewith), or similar business combination transaction.
Business Combination Transaction. 38 CERCLA.............................................................18
Business Combination Transaction. 44 business day . . . . . . . . . . . . . . . . . . . . . . . . . 58
Business Combination Transaction. Dear ▇▇. ▇▇▇▇▇▇▇: This letter of intent (this "Letter") sets forth certain understandings and agreements between StemGen Inc., a Nevada Corporation ("StemGen"), and Amasys Corporation, a Delaware corporation ("Amasys"), concerning a proposed business combination involving StemGen and Amasys (the "Transaction"). The parties agree that this Letter sets out the general terms and conditions of the Transaction, subject to specific terms and conditions that will be set forth in definitive agreements by and between StemGen and Amasys (the "Definitive Agreements"). The objective of the Definitive Agreements will be to, among other things, (i) transfer all of the intellectual property rights and operations of StemGen into the direct ownership and control of Amasys, (ii) transfer all of the equity interests of StemGen into the direct ownership and control of Amasys.
Business Combination Transaction. 22 Certificate................................................. 5 Certificates................................................ 5 Closing..................................................... 4