Common use of Future Transactions Clause in Contracts

Future Transactions. If within the 24-month period following consummation of the Offering, the Company or any of its Subsidiaries or Affiliates (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, Xxxxxx Xxxxxx (or any Affiliate designated by Xxxxxx Xxxxxx) shall have the right of first refusal to act as the Company’s exclusive financial advisor for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, Xxxxxx Xxxxxx (or any Affiliate designated by Xxxxxx Xxxxxx) shall have the right of first refusal to act sole investment banker, sole book-runner and/or sole placement agent, at Xxxxxx Xxxxxx’x sole discretion, with respect to such financing or refinancing; or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Xxxxxx Xxxxxx (or any Affiliate designated by Xxxxxx Xxxxxx) shall have the right of first refusal to act as exclusive financial advisor, sole investment banker, sole book-runner and/or sole placement agent, at Xxxxxx Xxxxxx’x sole discretion, for such financing (each case a “Subject Transaction” and Xxxxxx Xxxxxx’x “Right of First Refusal”). If Xxxxxx Xxxxxx or one of its Affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for fees customary to Xxxxxx Xxxxxx for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Xxxxxx Xxxxxx shall have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify Xxxxxx Xxxxxx of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to Xxxxxx Xxxxxx. If Xxxxxx Xxxxxx fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then Xxxxxx Xxxxxx shall have no further claim or right with respect to the Subject Transaction. Xxxxxx Xxxxxx may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Xxxxxx Xxxxxx shall not adversely affect the Xxxxxx Xxxxxx’x Right of First Refusal with respect to any other Subject Transaction during the twenty-four (24) month period agreed to above.

Future Transactions. If If, at anx xxxx during the Term, or within the 2418-month period following consummation of any Offering during the OfferingTerm, the Company or any of its Subsidiaries or Affiliates subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, Xxxxxx Xxxxxx Rodman (or any Affiliate affiliate designated by Xxxxxx XxxxxxRodman) shall have the right of first refusal to rixxx xx act as the Company’s exclusive 's financial advisor axxxxxx for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, Xxxxxx Xxxxxx Rodman (or any Affiliate affiliate designated by Xxxxxx XxxxxxRodman) shall have the right of first refusal to rixxx xx act sole investment bankeras a manager, sole book-runner and/or sole placement agent, at Xxxxxx Xxxxxx’x sole discretion, agenx xx xead agent with respect to such financing or refinancing; or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Xxxxxx Xxxxxx Rodman (or any Affiliate affiliate designated by Xxxxxx XxxxxxRodman) shall have the right of first refusal to rixxx xx act as exclusive financial advisoran underwriter, sole investment banker, sole book-runner and/or sole initial pxxxxxxer or placement agent, at Xxxxxx Xxxxxx’x sole discretion, agent for such financing financing. The Company shall give written notice to Rodman of each such decision and, if Rodman responds in writing xxxxxx 10 business days (each case a “Subject Transaction” and Xxxxxx Xxxxxx’x “Right of First Refusal”)the "Responsx Xxxxod") that it wishes to exercise its rights under this Paragraph E, the Company shall notify Rodman in writing regarding the terms (the "Engagement Terms") ox xxx proposed engagement. If Xxxxxx Xxxxxx Rodman or one of its Affiliates affiliates decides to accept any such engagementengagxxxxx, the agreement governing such engagement will contain, among other things, provisions for customary fees customary to Xxxxxx Xxxxxx for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Xxxxxx Xxxxxx shall have If Rodman notifies the sole right Company in writing that it does not wish to determine whether xxxxxxse its rights under this Paragraph E, or not any other broker-dealer fails to respond in writing within the Response Period that it wishes to exercise such rights, the Company shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify Xxxxxx Xxxxxx of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to Xxxxxx Xxxxxx. If Xxxxxx Xxxxxx fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then Xxxxxx Xxxxxx shall have no further claim or right with respect to the Subject Transaction. Xxxxxx Xxxxxx may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Xxxxxx Xxxxxx shall not adversely affect the Xxxxxx Xxxxxx’x Right of First Refusal with respect to retain any other Subject Transaction during person or persons to provide such services on the twenty-four (24) month period agreed to aboveEngagement Terms.

Future Transactions. If If, at any time during the Term, or within the 2418-month period following consummation of any Offering during the OfferingTerm, the Company or any of its Subsidiaries or Affiliates subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, Xxxxxx Xxxxxx Rodman (or any Affiliate affiliate designated by Xxxxxx XxxxxxRodman) shall have the right of first refusal to rixxx xx act as the Company’s exclusive 's financial advisor axxxxxx for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, Xxxxxx Xxxxxx Rodman (or any Affiliate affiliate designated by Xxxxxx XxxxxxRodman) shall have the right of first refusal to rixxx xx act sole investment bankeras a manager, sole book-runner and/or sole placement agent, at Xxxxxx Xxxxxx’x sole discretion, agenx xx xead agent with respect to such financing or refinancing; or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Xxxxxx Xxxxxx Rodman (or any Affiliate affiliate designated by Xxxxxx XxxxxxRodman) shall have the right of first refusal to rixxx xx act as exclusive financial advisoran underwriter, sole investment banker, sole book-runner and/or sole initial pxxxxxxer or placement agent, at Xxxxxx Xxxxxx’x sole discretion, agent for such financing financing. The Company shall give written notice to Rodman of each such decision and, if Rodman responds in writing xxxxxx 10 business days (each case a “Subject Transaction” and Xxxxxx Xxxxxx’x “Right of First Refusal”)the "Responsx Xxxxod") that it wishes to exercise its rights under this Paragraph E, the Company shall notify Rodman in writing regarding the terms (the "Engagement Terms") ox xxx proposed engagement. If Xxxxxx Xxxxxx Rodman or one of its Affiliates affiliates decides to accept any such engagementengagxxxxx, the agreement governing such engagement will contain, among other things, provisions for customary fees customary to Xxxxxx Xxxxxx for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Xxxxxx Xxxxxx shall have If Rodman notifies the sole right Company in writing that it does not wish to determine whether xxxxxxse its rights under this Paragraph E, or not any other broker-dealer fails to respond in writing within the Response Period that it wishes to exercise such rights, the Company shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify Xxxxxx Xxxxxx of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to Xxxxxx Xxxxxx. If Xxxxxx Xxxxxx fails to exercise its Right of First Refusal with respect to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then Xxxxxx Xxxxxx shall have no further claim or right with respect to the Subject Transaction. Xxxxxx Xxxxxx may elect, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Xxxxxx Xxxxxx shall not adversely affect the Xxxxxx Xxxxxx’x Right of First Refusal with respect to retain any other Subject Transaction during person or persons to provide such services on the twenty-four (24) month period agreed to aboveEngagement Terms.

Future Transactions. If within the 2412-month period following consummation of the OfferingPrivate Placement of at least $2 million in gross proceeds, the Company or any of its Subsidiaries or Affiliates subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, Xxxxxx Xxxxxx (or any Affiliate affiliate designated by Xxxxxx Xxxxxx) shall have the right of first refusal to act as the Company’s exclusive financial advisor for any such transaction; or (ii) decides to finance or refinance any indebtedness using a manager or agent, Xxxxxx Xxxxxx (or any Affiliate affiliate designated by Xxxxxx Xxxxxx) shall have the right of first refusal to act sole investment banker, sole book-runner and/or sole placement agent, at Xxxxxx Xxxxxx’x sole discretion, with respect to such financing or refinancing; or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Xxxxxx Xxxxxx (or any Affiliate affiliate designated by Xxxxxx Xxxxxx) shall have the right of first refusal to act as exclusive financial advisor, sole investment banker, sole book-runner and/or sole placement agent, at Xxxxxx Xxxxxx’x sole discretion, for such financing (each case a “Subject Transaction” and Xxxxxx Xxxxxx’x “Right of First Refusal”)financing. If Xxxxxx Xxxxxx or one of its Affiliates affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for fees customary to Xxxxxx Xxxxxx for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction. Xxxxxx Xxxxxx shall have the sole right to determine whether or not any other broker-broker dealer shall have the right to participate in any such offering and the economic terms of any such participation. The Company shall notify Xxxxxx Xxxxxx of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof to Xxxxxx Xxxxxx. If Xxxxxx Xxxxxx fails refuses such engagement, the Company shall be free to exercise its Right of First Refusal with respect engage other financial advisors and no additional fees shall be due to any Subject Transaction within ten (10) Business Days after the mailing of such written notice, then Xxxxxx Xxxxxx shall have no further claim or right in connection with respect to the Subject Transaction. Xxxxxx Xxxxxx may electany such transaction, in its sole and absolute discretion, not to exercise its Right of First Refusal with respect to any Subject Transaction; provided that any such election by Xxxxxx Xxxxxx refusal shall not adversely affect the Xxxxxx Xxxxxx’x Right of First Refusal right with respect to any other Subject Transaction transaction during the twenty12-four (24) month period agreed to above.