Buyer Transactions Clause Samples

Buyer Transactions. Prior to the Closing or the earlier termination of this Agreement, Buyer will not enter into any transaction, or any contractual arrangement or other agreement, whether oral or written, to effect any transaction (including any merger or acquisition) that would reasonably be expected to prevent or materially delay: (a) obtaining the expiration or termination of the waiting period under the HSR Act, (b) avoiding the entry of, the commencement of litigation seeking the entry of, or effecting the dissolution of, any injunction, temporary restraining order or other order that would materially delay or prevent the consummation of the Contemplated Transactions or (c) obtaining all authorizations, consents, orders and approvals of Governmental Authorities necessary for the consummation of the Contemplated Transactions.
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Buyer Transactions. Buyer will not enter into, and shall cause its Affiliates to not enter into, any transaction, or any contractual arrangement or other definitive agreement to acquire any Person (including by merger or acquisition) that is a direct competitor to any Group Company, if the entering into such definitive agreement relating to, or the consummation of, such acquisition would reasonably be expected to (a) materially increase the risk of not obtaining, or impose a material delay in the time required to obtain, the expiration or termination of the waiting period under the HSR Act or (b) materially increase the risk of any Governmental Authority entering an order preventing the consummation of the Contemplated Transactions.
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Buyer Transactions. If reasonably requested by Buyer, Seller shall use its reasonable efforts to do all things and take all actions requested in connection with the Asset Purchase and Sale Agreement, including providing any notices, obtaining any waivers of Preference Rights and satisfying all Transfer Requirements.
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Buyer Transactions. Each Buyer agrees that, during any Initial Pricing Period or Additional Pricing Period preceding a Delivery Date on which such Buyer is to receive Shares, such Buyer shall not purchase or sell any Common Shares.
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Related to Buyer Transactions

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • Shareholder Transactions Ultimus shall provide the Trust with shareholder transaction services, including: 1.1. process shareholder purchase, redemption, exchange, and transfer orders in accordance with conditions set forth in the applicable Fund’s prospectus(es) applying all applicable redemption or other miscellaneous fees; 1.2. set up of account information, including address, account designations, dividend and capital gains options, taxpayer identification numbers, banking instructions, automatic investment plans, systematic withdrawal plans and cost basis disposition method, 1.3. assist shareholders making changes to their account information included in 1.2; 1.4. issue trade confirmations in compliance with Rule 10b-10 under the Securities Exchange Act of 1934, as amended (the “1934 Act”); 1.5. issue quarterly statements for shareholders, interested parties, broker firms, branch offices and registered representatives; 1.6. act as a service agent and process income dividend and capital gains distributions, including the purchase of new shares, through dividend reimbursement and appropriate application of backup withholding, non-resident alien withholding and Foreign Account Tax Compliance Act (“FATCA”) withholding; 1.7. record the issuance of shares and maintain pursuant to Rule 17Ad-10(e) of the 1934 Act a record of the total number of shares of each Fund which are authorized, based upon data provided to it by the Trust, and issued and outstanding; 1.8. perform such services as are required to comply with Rules 17a-24 and 17Ad-17 of the 1934 Act (the “Lost Shareholder Rules”); 1.9. provide cost basis reporting to shareholders on covered shares (shares purchased after 1/1/2012), as required; 1.10. withholding taxes on non-resident alien accounts, pension accounts and in accordance with state requirements; 1.11. produce, print, mail and file U.S. Treasury Department Forms 1099 and other appropriate forms required by federal authorities with respect to distributions for shareholders; 1.12. administer and perform all other customary services of a transfer agent, including, but not limited to, answering routine customer inquiries regarding shares; and 1.13. process all standing instruction orders (Automatic Investment Plans (“AIPs”) and Systematic Withdrawal Plan (“SWPs”)) including the debit of shareholder bank information for automatic purchases.

  • 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:

  • Insider Transactions There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company, any of its subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof, if and to the extent required under applicable law.

  • 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.