NEWCO TRANSACTION Sample Clauses

NEWCO TRANSACTION. The term “Newco Transaction” means the first issuance, sale, distribution or exchange, completed after the Employment Date, of equity securities of Newco or of any direct or indirect parent of Newco, other than Pride International, Inc. and its successors, in each case which issuance, sale, distribution or exchange results in such equity securities being traded on any United States national securities exchange or over-the-counter market or on any recognized foreign securities market, including without limitation (i) a registered underwritten public offering of such equity securities, (ii) a public offering of such equity securities on any recognized foreign securities market, (iii) a distribution of such equity securities to the stockholders of Pride International, Inc. or its successors or (iv) an exchange of such equity securities for equity securities of Pride International, Inc. or its successors.
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NEWCO TRANSACTION. Cornerstone shall have executed and delivered to Newco the applicable Newco Documents and the transactions contemplated thereby to be consummated on or before the Closing Date shall have been consummated.
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NEWCO TRANSACTION. The Debtor, the Creditors’ Committee, and the Required Ad Hoc Senior Noteholder Parties will continue to work together in good faith to evaluate opportunities to maximize the value of all or some of the assets or equity of NewCo, including through a rights offering, marketing process, private placement, or otherwise (any such transaction, a “NewCo Transaction”). The terms of any such NewCo Transaction will be acceptable to each of the Debtor, the Required Ad Hoc Senior Noteholder Parties, and the Creditors’ Committee. Tax Attributes At least one day prior to the Plan Effective Date, the Debtor will abandon its interest in the stock of Silicon Valley Bank (and all entities and arrangements treated as a single entity with or successor(s) to Silicon Valley Bank for U.S. federal income tax purposes) and take a corresponding worthless stock deduction.
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NEWCO TRANSACTION. The term “Newco Transaction” means the first issuance, sale, distribution or exchange, completed after the Effective Date, of equity securities of Newco or of any direct or indirect parent of Newco, other than Pride International, Inc. and its successors, in each case which issuance, sale, distribution or exchange results in such equity securities being traded on any United States national securities exchange or over-the-counter market or on any recognized foreign securities market, including without limitation (i) a registered underwritten public offering of such equity securities, (ii) a public offering of such equity securities on any recognized foreign securities market, (iii) a distribution of such equity securities to the stockholders of Pride International, Inc. or its successors or (iv) an exchange of such equity securities for equity securities of Pride International, Inc. or its successors.
Sample 1
NEWCO TRANSACTION. 1.2 NYSE............................................................................. 1.7(c) Operating Partnership Units...................................................... 3.2(a) Outside Property Management Agreements........................................... 2.18(f) Payor............................................................................ 7.2 Pension Plan..................................................................... 2.12 Person........................................................................... 2.2(a) Property Restrictions............................................................ 2.9(a) Proxy Statement.................................................................. 5.1 Purchase and Sale Agreement...................................................... Recital C Qualifying Income................................................................ 7.2 Recipient........................................................................ 7.2
Sample 1
NEWCO TRANSACTION. On the Closing Date, immediately following the Closing, the Parties agree to consummate the following additional transactions and to perform the following additional acts, and the Buyer agrees to cause Newco to complete each of the following transactions required to be performed hereunder by it: (i) The Buyer shall assign, sell, convey and transfer to NewCo (i) all of the Purchased Assets at the Closing and (ii) all of the Assumed Liabilities assumed by the Buyer of the Closing, and NewCo shall acquire from the Buyer all such assets and assume from the Buyer all such liabilities. (ii) The Seller shall assign, sell, convey and transfer to NewCo all of the Contributed Assets, and NewCo shall acquire from the Seller all such assets. (iii) In consideration for the transfer of the assets and the assumption of liabilities effected pursuant to Sections 8(i) and 8(ii) above, NewCo shall issue to the Buyer and to the Seller 500,000 shares of NewCo Common Stock and 333,333 shares of NewCo Common Stock, respectively. Such issuances of NewCo Common Stock shall be effected by the delivery of stock certificates, dated as of the Closing Date, registered in the Buyer's name (500,000 shares) and the Seller's name (333,333 shares), which delivery will be made concurrently with the delivery to NewCo by the Buyer and the Seller of duly executed instruments of sale, transfer, conveyance and assignment. (iv) NewCo shall execute and deliver to the Seller that certain Subsidiary Guaranty, the form of which is attached hereto as Exhibit J, and that certain Subsidiary Security Agreement, the form of which is attached hereto as Exhibit K. (v) The Seller shall file with the office of the Secretary of State of California, an amendment to its articles of incorporation changing its name from "Channelmatic, Inc." to "Killer Barn, Inc." (or any other name selected by the Seller, provided that such other name is not similar to "Channelmatic"), and shall file with the appropriate offices of all other states in which the Seller is qualified to do business all certificates, notices and other instruments necessary to change the name of the Seller in such states from "Channelmatic, Inc." to "Killer Barn, Inc." The Parties agree that each of the transactions and other acts required to be performed on the Closing Date pursuant to the provisions of this Section 8(a) is an integral and material part of the transactions contemplated by this Agreement and that the failure of either Party, or NewCo, t...
Sample 1
NEWCO TRANSACTION. 1.2 NYSE .............................................................. 1.7(c) Operating Partnership Units ....................................... 3.2(a) Outside Property Management Agreements ............................ 2.18(f) Payor ............................................................. 7.2
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Related to NEWCO TRANSACTION

  • 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.

  • 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.

  • 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.

  • 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”).

  • 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.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Intercompany Transactions 72 Section 9.13

  • 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:

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

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