CANADIAN TRANSACTION Sample Clauses

CANADIAN TRANSACTION. 2.1 ACTION BY THE PARTIES - At the Closing Time the Canadian Transaction shall be completed in the following order: (a) TRANSFER OF BUSINESS ASSETS - Columbia House Canada shall transfer to Canadian Sub (a wholly-owned subsidiary of Columbia House Canada and a Nova Scotia unlimited liability company) all of the Business Assets and Cash in the amount of $500,000 in exchange for 2 Canadian Sub Common Shares and 4,989,052 Canadian Sub Exchange Shares (collectively, the "Canadian Sub Shares") and the assumption of liabilities described in paragraph 2.1(b) below. Canadian Sub shall deliver to Columbia House Canada the Canadian Sub Shares as provided in Section 2.4.
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CANADIAN TRANSACTION. Prior to the Closing, Seller and Purchaser shall prepare definitive documentation on mutually agreeable terms and conditions (the "Canadian Transaction Documents") pursuant to which an Affiliate of Purchaser (which Affiliate of Purchaser shall be duly organized, validly existing and in good standing under the laws of Canada on and after the Closing Date) shall purchase and acquire certain information technologies equipment leasing business assets and the liabilities associated therewith from Comdisco Canada Limited, a company incorporated in Ontario, Canada under corporation number 863624 ("Comdisco Canada") and an Affiliate of Seller.
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CANADIAN TRANSACTION. Parent shall send to each stockholder set forth on Schedule 1 the Canadian Exchange Agreement, executed by Parent. Parent shall be obligated to consummate, and shall consummate, the Canadian Transaction with respect to each stockholder that executes such Canadian Exchange Agreement prior to Closing, subject to the terms and conditions set forth in the Canadian Exchange Agreement.
Sample 1
CANADIAN TRANSACTION. The Canadian Transaction shall have been consummated. Notwithstanding the foregoing, it shall not be a failure of this condition if any party to the Canadian Transaction (other than Parent) does not fulfill such party’s obligation to exchange such party’s shares of Company Common Stock for the Merger Consideration pursuant to a Canadian Exchange Agreement. Such party shall, instead, be entitled to receive the Merger Consideration upon consummation of the Merger in accordance with the terms of this Agreement.
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Related to CANADIAN TRANSACTION

  • 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.

  • Foreign Currency Transactions If the Depositor provides instructions to the Financial Institution on an Account that is denominated in a currency other than the currency of the Account, a conversion of currency may be required. In all such Transactions and at any time a conversion of currency is made, the Financial Institution may act as principal with the Depositor in converting the currency at rates established or determined by the Financial Institution, affiliated parties, or parties with whom the Financial Institution contracts. The Financial Institution, its affiliates, and contractors may earn revenue and commissions, in addition to applicable service charges, based on the difference between the applicable bid and ask rates for the currency and the rate at which the rate is offset in the market.

  • Foreign Transactions Visa. Purchases and cash withdrawals made in foreign currencies will be debited from your account in U.S. dollars. The exchange rate between the transaction currency and the billing currency used for processing international transactions is a rate selected by Visa from a range of rates available in wholesale currency markets for the applicable central processing date, which rate may vary from the rate Visa itself receives or the government-mandated rate in effect for the applicable central processing date. The exchange rate used on the processing date may differ from the rate that would have been used on the purchase date or cardholder statement posting date.

  • Related Person Transactions Except for indemnification, compensation or other employment arrangements in the ordinary course of business, there are no Contracts, transactions, arrangements or understandings between the Company or any of its Subsidiaries, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders.

  • Treasury Transactions No Obligor shall (and the Parent will procure that no members of the NEXT Group will) enter into any Treasury Transaction, other than any Permitted Treasury Transaction.

  • 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.

  • Hedging Transactions The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any common stock or any Indebtedness or (ii) as a result of changes in the market value of any common stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

  • Transactions Made in Foreign Currencies If a transaction is made in a foreign currency, we and Mastercard International or VISA International, depending on which card is used, will convert the transaction into a U.S. dollar amount. Mastercard and VISA will act in accordance with their operating regulations or conversion procedures in effect at the time the transaction is processed. Currently, their regulations and procedures provide that the currency conversion rate they use, to determine the transaction amount in U.S. dollar, is either (a) a wholesale market rate, or (b) a government-mandated rate in effect one day prior to the processing date. Mastercard and VISA increase this conversion rate by one percent (1%) and keep this increase as compensation for performing the currency conversion service. We will charge you two percent (2%) of the U.S. dollar amount of the transaction converted from a foreign currency. The currency conversion rate calculated in this manner that is in effect on the processing date may differ from the rate in effect on the transaction date or posting date. Other Charges. You agree we may assess, in addition to the Interest Charge, the Other Charges below which charges will be earned when assessed and are not subject to refund or rebate. The following fees may be added, as applicable, to the Account and treated as a Purchase as indicated on the Insert:

  • 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:

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