Come Along Transaction Sample Clauses

Come Along Transaction. (i) If the Apollo Group desires to effect a Come Along Transaction, whether prior or subsequent to the consummation of a Qualified Public Offering, then in lieu of complying with the requirements of Section 2(a), the Apollo Group at its option (the “Come Along Option”) may require all Holders to sell the same percentage of their respective Units (including their Deemed Held Units) as the Apollo Group desires to sell to the transferee or Group selected by the Apollo Group, at the same price per Unit and on the same terms and conditions as apply to those sold by the Apollo Group. (ii) Each Holder shall consent to and raise no objections against the Come Along Transaction, and if the Come Along Transaction is structured as (a) a merger or consolidation of the Company or an Asset Sale, each Holder shall waive any dissenters’ rights, appraisal rights or similar rights in connection with such merger, consolidation or Asset Sale, or (b) a sale of all of the membership units of the Company, the Holders shall agree to sell all their Units that are the subject of the Come Along Transaction (including their Deemed Held Units) at the same price per Unit and generally on the same terms and conditions as apply to those sold by the Apollo Group. The Holders shall take all necessary and desirable actions reasonably requested by the Apollo Group in connection with the consummation of the Come Along Transaction, including the execution of such agreements and such instruments and the taking of such other actions as are reasonably necessary to provide customary representations, warranties, and indemnities regarding title, as well as escrow arrangements relating to such Come Along Transaction.
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Come Along Transaction. (i) If, at any time, (A) the Bear Group holds at least fifty percent (50%) of the outstanding shares of Common Stock and the Bear Group approves the Disposition of at least fifty percent (50%) of the shares of Common Stock and/or Preferred Stock held by the Bear Group as of the date hereof or (B) the holders of at least fifty percent (50%) of the outstanding shares of Common Stock (including the Bear Group) approve a Disposition of at least fifty percent (50%) of the outstanding shares of Common Stock and/or Preferred Stock (in either of (A) or (B), a "Come Along Transaction"), then each Non-Bear Group Holder shall raise no objections against, and, if a stockholder vote is required by law in connection therewith, consent to, the Come Along Transaction, and if the Come Along Transaction is structured as (1) a merger or consolidation of the Company or an asset sale, each Non-Bear Group Holder hereby waives any dissenters rights, appraisal rights or similar rights in connection with such merger, consolidation or asset sale or (2) a sale of Capital Stock of the Company, each Non-Bear Group Holder shall agree to sell his or its pro rata portion of shares of Common Stock and/or Preferred Stock which are the subject of the Come Along Transaction (including his or its Deemed Held Shares). Each Non-Bear Group Holder shall take all reasonably necessary actions approved by the Bear Group in connection with the consummation of the Come Along Transaction and executing such agreements and such instruments and other actions reasonably necessary to provide the representations, warranties, covenants and indemnities, as well as escrow arrangements relating to such Come Along Transaction but only to the extent similar agreements and instruments are executed and actions taken by the Bear Group in connection with such Come Along Transaction; provided, however, that (x) any representations, warranties, covenants, indemnities, escrow agreements and other provisions and agreements made by the Non-Bear Group Holders shall be several and not joint and (y) to the extent the Non-Bear Group Holders are required to provide indemnities in connection with the Disposition of their shares of Common Stock or Preferred Stock, no Non-Bear Group Holder shall be required to provide indemnification that would result in an aggregate liability to such Non-Bear Group Holder in excess of such Non-Bear Group Holder's net proceeds from such Disposition pursuant to this Section 2(b)(i), as applicable, ...
Sample 1

Related to Come Along Transaction

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • 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.

  • 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:

  • 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.

  • Recurring Transactions If you intend to use the Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Card Account to cover the transactions. “Recurring Transactions” are transactions that are authorized in advance by you to be charged to your Card at substantially regular intervals. If these Recurring Transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If you have told us in advance to make Recurring Transactions from your Card Account, you can stop the payment by calling us at 0-000-000-0000 or writing us at 0000 X. Xxxxxxxxxx Xxxxx, Xxxx# 000, Xxxxx Xxxxxx, XX 00000xx time for us to receive your request at least three (3) business days before the scheduled date of the payment. If you call, we also may require you to put your request in writing and get it to us within fourteen (14) days after you call. If you order us to stop one of these payments three (3) business days or more before the transfer is scheduled, and we do not do so, we may be liable for your losses or damages. If you have authorized a merchant to make the recurring payment, you should also contact the applicable merchant in order to stop the transaction.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • 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.

  • 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.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

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