Community West Acquisition Transaction Sample Clauses

Community West Acquisition Transaction. Notwithstanding Subsection ----------------------------------------- 6.4(a) or 6.4(b) hereof, Community West or any of its subsidiaries shall be permitted to and may cause its respective Representatives to solicit, encourage, discuss, negotiate, enter into agreements, and carry out and complete transactions regarding a Community West Acquisition Transaction; provided however, that should Community West enter into or modify any agreement, or complete without any agreement, any Community West Acquisition Transaction which
Sample 1
AutoNDA by SimpleDocs
Community West Acquisition Transaction. Notwithstanding Subsection --------------------------------------- 6.4(a) or 6.4(b) hereof, Community West or any of its subsidiaries shall be permitted to and may cause its respective Representatives to solicit, encourage, discuss, negotiate, enter into agreements, and carry out and complete transactions regarding a Community West Acquisition Transaction; provided however, that should Community West enter into or modify any agreement, or complete without any agreement, any Community West Acquisition Transaction which has a Material Adverse Effect upon Community West without written approval of Palomar, then such action shall constitute a breach under Subsection 11.1(b) of this Agreement giving rise to a right of termination by Palomar in accordance with Subsection 11.(b) of this Agreement. For purposes of this Agreement, the term "Community West Acquisition Transaction" shall mean: (i) a merger or consolidation or any similar transaction where Community West or any of its subsidiaries will be the surviving or resulting corporation or where the shareholders of Community West or any of its subsidiaries immediately prior to the completion of the transaction will own fifty percent (50%) or more of the surviving or resulting corporation immediately after the completion of the transaction, (ii) a purchase, lease or other acquisition of all or substantially all of the assets of or assumption of all or substantially all the deposits of another corporation, partnership or limited liability company which business is permissible under the Bank Holding Company Act of 1956, as amended and Regulation Y promulgated pursuant thereto, or (iii) the purchase or other acquisition of securities representing ten percent (10%) or more of the voting power of another corporation, partnership or limited liability company which business is permissible under the Bank Holding Company Act of 1956, as amended and Regulation Y promulgated pursuant thereto. Community West shall promptly notify Palomar of any Community West Acquisition Transaction and shall disclose to Palomar the identity of the party or parties to the transaction, and the terms and conditions thereof. To the extent Community West makes a disclosure of any non-public information to Palomar, its executive officer and/or directors, then Palomar and its executive officers and directors shall, and each hereby agrees to, maintain the confidentiality of all non-public information regarding the Community West Acquisition Transa...
Sample 1

Related to Community West Acquisition 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.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • 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.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Hostile Acquisitions Directly or indirectly use the proceeds of any Loan in connection with the acquisition of part or all of a voting interest of five percent (5%) or more in any corporation or other business entity if such acquisition is opposed by the board of directors of such corporation or business entity.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Limited Condition Transaction In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

  • Merger Transaction Section 2.1

Time is Money Join Law Insider Premium to draft better contracts faster.