M&A Transaction Sample Clauses

M&A Transaction. It is hereby agreed that the provisions of Sections 5, 6 and 8 shall not apply to a transaction in which one of the following events occurs: (i) an acquisition of the Company by means of merger (with or into another entity), reclassification of the Company’s securities, or any other form of corporate reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring company or its subsidiary; or (ii) consolidations or other transactions, or series of related transactions, in which more than fifty percent (50%) of the voting power of the Company would be disposed or transferred (other than by way of an IPO).
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M&A Transaction. 1. This Article III shall apply from the date of the Stockholders Agreement until the Second Trigger Date. 2. Without limiting Section 3.6, 4.3 or 4.4 of the Stockholders Agreement or Article I of this Schedule 4.5(c), in the event the Company desires to enter into any definitive agreement for any M&A Transaction and proposes to obtain any financing for such transaction (including an M&A Transaction in which Company Common Stock is proposed to be issued (in whole or in part) as consideration for such M&A Transaction), the Company shall provide the terms of such M&A Transaction and required financing, a copy of any draft definitive agreement relating to such M&A Transaction, and any other information reasonably requested by Xxxxxxx, no later than thirty (30) days prior to the entry into such definitive agreement, and Xxxxxxx shall have the right (but not the obligation) to provide a percentage of such financing equal to or greater than the Xxxxxxx Fully-Diluted Ownership Percentage (but no more than 100%) at its election: (i) in exchange for additional Company Common Stock, (ii) pursuant to a credit agreement, promissory note, bond or other debt instrument (a “Debt Instrument”) issued by a member of the Company Group or (iii) pursuant to a Debt Instrument which is, entirely or partially, permitted to be accounted for as equity in accordance with GAAP (as defined in the Transaction Agreement) at the date of issuance (a “Hybrid Instrument”) issued by a member of the Company Group, in each case, in accordance with the terms set forth in Section 2(a), Section 2(b) and Section 2(c), respectively, of this Article III, or, at Xxxxxxx’x election, as otherwise agreed by an RPT Committee. a. In the case of clause (i) above, the price per share of Company Common Stock shall be the product of (1) the lower of (x) the 20-Day VWAP ending on and including the last trading day prior to the signing of any definitive agreement with respect to, such transaction and (y) the Spot Price on the last trading day prior to the signing of any definitive agreement with respect to, such transaction and (2) 0.95. b. In the case of clause (ii) above, Xxxxxxx shall propose the collateral or security required for such Debt Instrument, if any, and the applicable interest rate of such Debt Instrument shall be the greater of
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M&A Transaction. In the event that during the twenty-four (24) month period immediately following the Closing Date of the Offering, the Corporation or Century executes an agreement with respect to a merger, acquisition, sale or divestiture transaction involving the Corporation, Century or their assets, as a result of an introduction made by the Agent, the Corporation agrees to pay the Agent a fee of 5% of the value of such transaction.
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M&A Transaction. Other than in the Company’s normal course of business activities, any sale of stock, membership interests or assets of the Company that constitutes a controlling interest of the Company, majority recapitalization, merger, acquisition, joint venture, strategic alliance, technology partnership, distribution agreement, licensing agreement or other similar agreements (‘M&A Transaction’) shall accrue compensation to Hxxxxx Xxxx under a percentage fee of the Aggregate Consideration (as defined below) calculated as follows: 6$200,000 plus three percent (3%) of the M&A Transaction’s Aggregate Consideration. ’Aggregate Consideration’ is defined as the total consideration to be received directly or indirectly by Company, its owners, shareholders, members and/or affiliates as a result of the M&A Transaction, including economic benefits realized, but not limited to: cash, cash equivalents, debt assumed or settled at Closing, equity retained, notes made to Company or its successor beneficiaries, assets to be retained by Company, its owners, shareholders, members and/or affiliates as a result of the M&A Transaction, earn outs, royalties, real property sold or leased, equipment and/or intellectual properties sold or leased, employment or consulting agreements in excess of fair market rates, and stock, membership interest or other securities that are received in exchange for Company’s stock, membership interests or assets. Founding Member International Corporate Finance Group (IFCG) A Unique Global Alliance ixxx@xxxx.xxx Force Fuels July 26, 2011 The portion of the Success Fee attributable to earn outs or royalty payments (i.e., financial instruments or agreement whose value at closing cannot be determined due to their being based solely on the future sales, earnings or other financial performance) will be deferred until such earn outs or royalty payments are received in whole or part. However, in no circumstances shall the minimum Success Fee due at closing for an M&A Transaction be less than $250,000.
Sample 1
M&A Transaction. The Company shall provide a notice to the Holder informing it, in sufficient detail, of an M&A Transaction, at least ten (10) Business Days prior to the consummation thereof, all subject to a confidentiality undertaking towards the counterparty to the M&A Transaction.
Sample 1
M&A Transaction. Should the Company become a target of an unsolicited acquisition proposal during the term of this engagement and for the six month period following consummation of the transactions contemplated herein, the Company agrees to engage Daxxxxxxx xs its financial advisor on terms and conditions which are commercially reasonable for a transaction of this nature. Any prior agreements between the Company and Daxxxxxxx xoncerning fees payable to Daxxxxxxx xelated to a future acquisition transaction are null and void. Mr. Xxxx X. Presley, CEO First Capital Bancorp, Inc. December 27, 2011
Sample 1
M&A Transaction. The Company agrees to pay a M&A fee equal to Five Percent (5%) of total aggregate consideration (“Aggregate Consideration”) paid for any transaction completed between the Company and any targeted buyout, acquisition and/or merger (the “Target”) worked or introduced, directly or indirectly, by CIM and/or its introduced affiliates. For purposes of this Agreement, the “Aggregate Consideration” shall mean the total value received by the Company or paid for a Target in any transaction(s) and shall include (i) the aggregate value of all cash, securities, the assumption (or forgiveness) of debt and minority interest obligations, and any other forms of payment received or to be received, directly or indirectly, or paid, by the Company/Target (or any of its subsidiaries), its stockholders, or a third party, as the case may be; (ii) amounts received under the terms of any “seller note financing” and/or “earn-out” provision, rights to receive periodic payments and all other rights that may be at any time transferred or contributed to, or by, the Company/Target (or any of its subsidiaries), its affiliates or shareholders in connection with an acquisition of or by the Company/Target or of the assets thereof; and (iii) amounts receivable or payable under consulting agreements in lieu of purchase price, above-market employment contracts to the extent above market, all non-compete agreements or similar arrangements, and all contingent payments in connection with any transaction. CIM will be paid a full fee based on the entire Aggregate Consideration at the time of closing the Target Transaction payable in cash. Any stock or equity compensation paid to CIM would need to be mutually agreed upon in writing before the Target Transaction closes by a superseding new agreement covering this Section 4(a)(ii)
Sample 1
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M&A Transaction. After the filing or confidential submission of the Registration Statement, if the Company elects to terminate its further participation in the proposed transactions contemplated hereby and the engagement by the Company of Jxxxxx Xxxxxx due to a proposed or completed merger or acquisition transaction whereby the Company will be merged into or acquired by another company or entity and for which Jxxxxx Xxxxxx hereby has the right to serve as an investment banker and/or financial advisor to the Company (a “M&A Transaction”), the Company agrees that, if definitive, binding documents for the M&A Transaction are executed within twelve months from the date the Company withdraws the Registration Statement, it or the surviving entity or company will pay to Jxxxxx Xxxxxx a cash fee equal to 2% of the aggregate consideration paid to the Company in the M&A Transaction at the closing of the M&A Transaction. If the Company receives non-cash consideration in the M&A Transaction (including but not limited to equity or debt securities), the value of such non-cash consideration will be included in the calculation of the fee payable to Jxxxxx Xxxxxx.
Sample 1
M&A Transaction. During the Term (as defined below), the Stockholder hereby agrees to vote all of the Shares in favor of, and adopt, any M&A Transaction approved by the Company’s Board of Directors (the “Board”). As used herein, “M&A Transaction” shall mean (i) any consolidation or merger of any other entity or entities with or into the Company or a subsidiary of the Company; (ii) the Company’s acquisition of securities of a Target representing a majority of the voting power of all of such Target’s outstanding voting securities; (iii) the Company’s acquisition of all or substantially all of a Target’s assets; (iv) any other acquisition by the Company of securities of any third party; or (v) any other acquisition by the Company of assets of any third party.
Sample 1

Related to M&A 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.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • 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.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

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