Definitive Transaction Documents Sample Clauses

Definitive Transaction Documents. A Notice of Borrowing and the Secured Promissory Note shall have been issued and delivered by each Borrower to the Lender. Each Loan Party shall have delivered to the Lender each of the other Postpetition Loan Documents, as applicable, in each case duly executed by an authorized signatory of such Loan Party.
AutoNDA by SimpleDocs
Definitive Transaction Documents. The Additional Investment Note has been issued and delivered by the Company to the Purchaser.
Definitive Transaction Documents. The Senior Secured Note and the Initial Investment Warrant shall have been issued and delivered by the Company to the Purchaser. The Company and its Material Subsidiaries, as appropriate, shall have delivered to the Purchaser each of the other Transaction Documents, except for the Senior Secured Convertible Note, the Subsequent Investment Warrant and the Management Rights Letter, in each case duly executed by an authorized officer of the Company and/or, as appropriate, its Material Subsidiaries.
Definitive Transaction Documents. The Company, the Series A Preferred Shareholders, the Series B Preferred Shareholders, the Series C Preferred Shareholders, the Series D Preferred Shareholders, and each other Series E Investor shall have duly executed and delivered to such Series E Investor all relevant transaction documents necessary to consummate the Closing contemplated herein to which they are a party, including, but not limited to (i) this Agreement; (ii) the M&AA; and (iii) the Shareholders’ Agreement and their respective schedules and exhibits hereto and thereto (the “Transaction Documents”).
Definitive Transaction Documents. The Series E Investors shall have each duly executed and delivered, as applicable, this Agreement, the Shareholders’ Agreement and their respective schedules and exhibits hereto and thereto.
Definitive Transaction Documents. The Series F Investors shall have each duly executed and delivered, as applicable, this Agreement, the Shareholders’ Agreement and their respective schedules and exhibits hereto and thereto.
Definitive Transaction Documents. (i) The License and Distribution Agreement (the “License Agreement”) dated as of the date hereof between EA Swiss Sàrl, an entity organized under the laws of Switzerland, with its principal place of business at Xxxxx xx Xxxxxx 0, 0000 Xxxxxx, Xxxxxxxxxxx, and 9Dream Limited, in the form set forth in Exhibit A hereto, shall have been executed and delivered by the parties thereto. (ii) The Shareholders Agreement by and among the Company, the Investor and other parties named therein dated as of the date hereof, in the form set forth in Exhibit B hereto (the “Shareholders Agreement”), shall have been executed and delivered by the parties thereto. (iii) The Registration Rights Agreement by and between the Company and the Investor, dated as of the date hereof, in the form set forth in Exhibit C hereto (the “Registration Rights Agreement”), shall have been executed and delivered by the parties thereto. (iv) On or before the date hereof, the Holder or Holders of a majority in interest of the Outstanding Registrable Securities (each as defined in the Existing Registration Rights Agreement) shall have executed and delivered a waiver in connection with the execution and delivery of the Registration Rights Agreement. (v) The relevant Company Parties shall have executed and delivered a successor agreement to the Old WoW Framework Agreement (the “New WoW Framework Agreement”) in substantially the form set forth in Exhibit D hereto, and which shall comply in all respects with applicable PRC Law, including without limitation, the MII Notice and applicable Tax law. (vi) All corporate and other proceedings required to be taken by the Company in connection with the consummation of the Transactions shall have been completed.
AutoNDA by SimpleDocs
Definitive Transaction Documents. (i) The License Agreement shall have been executed and delivered by the parties thereto. (ii) The Shareholders Agreement shall have been executed and delivered by the parties thereto. (iii) The Registration Rights Agreement shall have been executed and delivered by the parties thereto. (iv) All corporate and other proceedings required to be taken by the Investor in connection with the consummation of the Transactions shall have been completed.
Definitive Transaction Documents. 3.1. The principal documents to be entered into and mutually agreed by Seller, [**] and Purchaser to give effect to the Transaction shall be: (a) the SPA; (b) this Agreement; (c) the Asset Purchase Agreement; (d) the Transition Agreement; (e) the License Agreement; (f) the Management Services Agreement; and (g) other ancillary documents that may be required for the purpose of the Transaction, together the Definitive Transaction Documents. 3.2. The Parties shall negotiate in good faith and shall use their best endeavours to agree and execute the SPA, the Asset Purchase Agreement, and other Definitive Transaction Documents by the dates specified in Section 2 above, reflecting the material terms and conditions set out in this Agreement. The Definitive Transaction Documents may include other terms and conditions customary for a transaction of this type.
Definitive Transaction Documents. The Tranche 1 Notes shall have been issued and delivered by the Company to each Purchaser.
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!