Fairness of Transaction Sample Clauses

Fairness of Transaction. The fair market value of the assets of the Company transferred to Merger Sub will equal or exceed the sum of the liabilities assumed by Merger Sub, plus the amount of liabilities, if any, to which the transferred assets are subject.
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Fairness of Transaction. The Board of Directors of Commtouch, in unanimously approving this Agreement, has determined that in its opinion, the transactions described herein are in the best interests of the shareholders of Commtouch and the creditors of WingraLLC and WingraInc, and are on terms that are fair to such shareholders and creditors.
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Fairness of Transaction. The Board of Directors of WingraInc and WingraLLC, in unanimously approving this Agreement, have determined that in their opinion, the transactions described herein are in the best interests of the creditors of WingraInc and WingraLLC, and are on terms that are fair to such creditors. 5
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Fairness of Transaction. The directors of NeoMedia have carefully considered the transactions contemplated by this Agreement and their impact on NeoMedia and its shareholders and creditors, have consulted with advisors to NeoMedia with respect to the transactions contemplated by this Agreement and considered the opinions of such advisors, and have determined that the transactions contemplated by this Agreement are in the best interest of NeoMedia and its stockholders and creditors and that the consideration to be received by NeoMedia in connection therewith is fair from a financial point of view to NeoMedia and to its stockholders and creditors.
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Fairness of Transaction. The Special Committee of the Board of Directors of EECI shall not have withdrawn or qualified its approval of this Agreement and the transactions contemplated hereby.
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Fairness of Transaction. The Company and Roth Xxxital Partners or its substituted investment banker or advisors will have completed the due diligence investigation of PEP Corporation, including legal, operational, financial and technical matters, and the results of such investigation will be satisfactory in their sole discretion, and the Company shall have received a favorable opinion or assessment of its banker or advisors as to the fairness of the transaction to its shareholders from a financial point of view.
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Fairness of Transaction. The management of each of the Originators and the SPV Purchaser have each determined that the ownership of the SPV Purchaser by Farmland Feed, the limited purposes of the SPV Purchaser and the transfer of the Receivables from such Originator to the SPV Purchaser pursuant to the Purchase Agreement are in the best interests of such Originator and the SPV Purchaser.
Sample 1
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Fairness of Transaction. USMX believes that the transaction contemplated by this Agreement is fair to, and in the best interests of, USMX and its stockholders.
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Fairness of Transaction. Dakota and Merger Corp believe that the transaction contemplated by this Agreement is fair to, and in the best interests of Dakota, Merger Corp, and Dakota's shareholders.
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Related to Fairness of Transaction

  • As Of Transactions For purposes of this Article M, the term “

  • Support of Transaction Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.X. Xxxxxx will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.X. Xxxxxx will provide information reasonably requested by the Customer that J.X. Xxxxxx has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither J.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

  • Nature of Transaction It is the intention of the parties that:

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

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