Further Transactions. Summit continually evaluates possible acquisitions and may prior to the Effective Time enter into one or more agreements providing for, and may consummate the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Summit Stock. In addition, prior to the Effective Time, Summit may, depending on market conditions and other factors, otherwise determine to issue Equity Securities or other securities for financing purposes. Notwithstanding the foregoing, Summit will not take any such action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368(a) of the Code or (ii) materially impede or delay receipt of any Required Consent or the consummation of the transactions contemplated by this Agreement for more than 60 days.
Further Transactions. (a) Ambanc continually evaluates possible acquisitions and may, prior to the Acquisition Merger Effective Time, enter into one or more agreements providing for, and may consummate the acquisition by it of another bank, association, bank holding company, savings and loan holding company or other company (or the assets thereof) for consideration that may include Ambanc Common Stock. In addition, prior to the Acquisition Merger Effective Time, Ambanc may, depending on market conditions and other factors, otherwise determine to issue equity-linked or other securities for financing purposes. Notwithstanding the foregoing, Ambanc will not take any action that would (i) prevent the transactions contemplated hereby from qualifying as a reorganization within the meaning of Section 368 of the Code or (ii) materially impede or delay receipt of any required consent or approval or the consummation of the transactions contemplated by this Agreement.
(b) If Ambanc or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then in each such case, Ambanc or such successor or assign shall take such actions as shall be necessary for the successors or assigns of Ambanc to assume the obligations of Ambanc set forth in this Article IV.
Further Transactions. 38 ARTICLE V CONDITIONS TO THE MERGER; TERMINATION OF AGREEMENT. 38 5.1 General Conditions. . . . . . . . . . . . . . . . . 38 5.2 Conditions to Obligations of Ambanc and Bank. . . . 39 5.3 Conditions to Obligations of Company and Savings. . 41 5.4 Termination of Agreement and Abandonment of Merger. 43
Further Transactions. The Company acknowledges that the Investor has made certain concessions on terms in this transaction to accommodate the Company; however, the Company confirms its understanding that the Investor is not bound by these concessions in negotiating any future agreements between the parties, should any such negotiations ever occur.
Further Transactions. 21.1 The Company grants to the Lead Agent the right of first refusal to act as its sole and exclusive agent (in respect of a best efforts offering), or its sole and exclusive underwriter (in respect of an underwritten or bought deal offering), as the case may be, subject to Section 21.1.6, with respect to any private placement or distribution to the public, if any, of any equity securities of the Company (including without limitation, special warrants) for a period of 12 months following the Closing Date. The right of first refusal shall be subject to the following terms:
21.1.1 in the event the Company proposes to conduct a private placement or a distribution to the public of any of the Company’s equity securities or in the event the Company receives a binding proposal (or a proposal which would be binding and enforceable if it were executed and delivered by the parties thereto) from a registered Canadian or American investment dealer or dealers, other than the Lead Agent (collectively, a “Dealer”), pursuant to which a Dealer agrees or offers to act as the Company’s agent or underwriter to conduct a private placement or a distribution to the public of any of the Company’s securities, whether on an agency, underwritten or bought-deal basis, the Company shall forthwith provide written notice (the “Notice”) thereof to the Lead Agent;
21.1.2 the Notice shall contain the terms and conditions pursuant to which the Company proposes to make the offering or the Dealer has proposed to act as the Company’s agent or underwriter, including the consideration proposed to be paid to a Dealer for its services and the consideration to be received by the Company for its securities, if known;
21.1.3 the Lead Agent shall have a period of two business days after receipt of the Notice (the “Notice Period”) from the Company to elect in writing to act as agent or underwriter, as the case may be, on behalf of the Company on the terms and conditions contained in the Notice (provided that, notwithstanding the terms and conditions contained in the Notice, in the event that the Lead Agent elects in writing to act as agent or underwriter, as the case may be, the Lead Agent shall be entitled to not less than 50% of the aggregate syndicate position of said private placement or distribution to the public) and, if the Lead Agent so elects, the Company hereby agrees to engage the Lead Agent to conduct the said private placement or distribution to the public as its agent or underwriter, as t...
Further Transactions. The parties acknowledge that the transaction herein is the first of two contemplated transactions among the parties; that pursuant to a letter of intent, the Purchaser intends to purchase either the remaining 81% of member interests, making the Company a wholly owned subsidiary, or in the alternative, purchase 100% of the Company's assets. The structure of the second contemplated transaction is subject to the completion of due diligence and accounting advice. The parties agree that the Purchaser shall have the exclusive right to purchase the remaining member interests or the assets until January 20, 2010.
Further Transactions. Borrower has notified Agent that after the Closing Date, Borrower may seek to enter into certain transactions pursuant to which Borrower would incur Indebtedness from time to time that is secured solely by stock pledge agreements (by Borrower or a SPE), royalties (or rights therein or related thereof), rights to payment under royalties, licenses and the proceeds thereof solely with respect to clinical assets (the “Proposed Future Royalty Backed Indebtedness Transactions”). Borrower acknowledges that the consummation of any Proposed Further Royalty Back Indebtedness Transaction requires the prior written consent of Agent and Agent agrees to timely review any relevant term sheets and/or documentation relating to Proposed Future Royalty Backed Indebtedness Transactions. (SIGNATURES TO FOLLOW) 47
Further Transactions. In addition to the Restructuring Merger and the Redomicile Merger, the Parties desire to provide for the following transactions, none of which shall be construed as a condition to the consummation of either of the foregoing mergers:
Further Transactions. If Assignor proposes to enter into a further assignment or sale transaction similar in nature to the transactions contemplated by this Agreement in respect of any Royalties other than the Acquired Royalty Payments, Assignee shall have a right of first refusal and a right of last offer in respect of any such further transactions.
Further Transactions. 38 ARTICLE V CONDITIONS TO THE MERGER; TERMINATION OF AGREEMENT....................................................38 5.1 General Conditions....................................................................................38 5.2 Conditions to Obligations of Ambanc and Bank..........................................................39 5.3 Conditions to Obligations of Company and Savings......................................................41 5.4 Termination of Agreement and Abandonment of Merger....................................................43
