Material Transaction. Each Loan Party shall provide at least twenty (20) days’ prior notice to the President’s Designee (or such shorter time as the President’s Designee shall agree) of any proposed sale of Property, investment, contract, commitment, or other transaction (other than a GMAC Trust Disposition) that (x) is not in the ordinary course of business, and (y) is proposed to be entered into with a value in excess of $100,000,000 (a “Material Transaction”). The President’s Designee shall have the right to review and prohibit any such Material Transaction if the President’s Designee determines that it would be inconsistent with or detrimental to the long-term viability of such Loan Party.
Material Transaction. Enter into any material joint venture or strategic partnership, or make any acquisition of or investment in any Person, other than such a transaction in which the Obligations will be paid in full at the closing of such transaction.
Material Transaction any Major Transaction or transaction involving the disposal of a significant proportion of the Company's assets which are integral to the operation of the Business;
Material Transaction. From and after the date hereof and pending Closing, MSI covenants and agrees that it will not, without the consent of TFX:
(a) amend its certificate of incorporation or bylaws (other than by the Amendment); or
(b) change its issued capital stock or issue any rights or options to acquire shares of its capital stock or any securities exercisable for or convertible into shares of its capital stock.
Material Transaction. The failure of Debtor to cause the Material Transaction Deposit Condition to be fully satisfied when payments are due and payable to Debtor (or its designee) in accordance with the terms of the documents memorializing the Material Transaction.
Material Transaction. The Company may delay (i) the filing or effectiveness of any Registration Statement pursuant to Article II or (ii) for a period of up to 60 days, the preparation of any amended or supplemental prospectus pursuant to Section 6.1(e), in each case, if a Material Transaction exists or is pending at such time. In addition, the Company shall be entitled to delay the filing of any Registration Statement requested pursuant to Section 2.1 after receipt of a Demand Registration Request if the Company is conducting or about to conduct an underwritten public offering in which the Shareholders are entitled to join pursuant to Section 3.1. In the case of any such delay, the time periods referred to in Article II and Article III shall be tolled during the period of time of any such delay in filing any Registration Statement or furnishing any amended or supplemental prospectus. If the Company delays the filing of any registration statement or the furnishing of any amended or supplemental prospectus, it shall so notify each Shareholder participating in the registration, indicating that a Material Transaction is pending and the anticipated delay. No Shareholder shall request a registration pursuant to Article II until, pursuant to the immediately following paragraph, the Company has notified the Shareholder that the applicable Material Transaction has been publicly disclosed by the Company or has not materialized. If the Company delays the filing of any registration statement or the furnishing of any amended or supplemental prospectus pursuant to this Section 5.2 and such Material Transaction is subsequently publicly disclosed by the Company or does not materialize, the Company shall promptly notify the Shareholders participating in the registration of such fact and any Shareholder may exercise any right that it may have to request a registration pursuant to Article II immediately following its receipt of such notice. The Company may not delay the filing of any registration statement pursuant to this Section 5.2 for more than an aggregate of 180 days in any consecutive12-month period and the suspension of the filing of any registration statement pursuant to this Section 5.2 shall not prejudice any right that the Shareholder may have to request that the Company effect the registration of the Shareholder's Registrable Stock pursuant to Article II hereto at a later date.
Material Transaction. 11.01 For seven (7) days after the date hereof (the "Solicitation Period"), the Seller and its subsidiaries, Affiliates and their respective officers, directors, employees, advisors, representatives and agents (each a "Company Party") shall initiate and pursue such inquiries, discussions or negotiations with any third parties as the Seller's Board of Directors in consultation with its advisors shall determine in its sole discretion with respect to any merger, sale of assets, sale of shares of capital stock, recapitalization, tender or exchange offer, liquidation or similar transaction involving the Seller and/or any of its subsidiaries or divisions (each a "Material Transaction"). If at any time during the Solicitation Period, the Company Parties receive from persons or entities (each a "Third Party") indications of interest, whether or not in the form of offers, with respect to a Material Transaction that the Seller's Board of Directors in good faith believes may result in the consummation of a Material Transaction, then for a further period of thirty (30) days commencing on the first day after the expiration of the Solicitation Period, the Seller's Board of Directors may, or may cause any Company Party to (i) engage in discussions or negotiations with any such Third Party regarding a Material Transaction; (ii) furnish information in writing or orally to any such Third Party; (iii) otherwise cooperate with and assist any such Third Party in formulating a bona fide offer to consummate a Material Transaction (a "Material Transaction Proposal") and in consummating a Material Transaction; (iv) following receipt of a Material Transaction Proposal, taking and disclosing to its stockholders a position contemplated by Rules 14d-9 and 14e-2(a) under the 1934 Act or otherwise making disclosure to its stockholders; (v) following receipt of a Material Transaction Proposal, failing to make or withdrawing or modifying its recommendation with regard to the transactions contemplated by this Agreement; and/or (vi) terminating this Agreement, but in each case referred to in the foregoing clauses (iv) through (vi), only to the extent that, the Seller's Board of Directors shall have concluded in good faith upon the advice of counsel that such action is consistent with its fiduciary duties to the stockholders of the Seller under applicable law.
11.02 Except as provided in Section 11.01, the Seller shall not, nor shall the Seller authorize or permit any other Company Party, di...
Material Transaction. Enter into any material joint venture or strategic partnership, or make any acquisition of or investment in any Person, other than the merger with or into Triangle Castings, Inc. on or before March 30, 2011.
Material Transaction. Enter into any material joint venture, strategic partnership or make any material acquisition of or any material investment in any person (each a “Transaction”) other than (i) a public company merger or (ii) the acquisitions.
Material Transaction. The Company may delay the filing or effectiveness of any Registration Statement for a period of up to 180 days after the request for registration pursuant to this Section 5.1 if a Material Transaction exists or is pending at such time.
