Non-Ordinary Course Transaction Sample Clauses

Non-Ordinary Course Transaction. Notwithstanding Section 15.1 above, this Agreement may be terminated by the Fund, with respect to the Fund or a Portfolio, or the Custodian, upon 30 days’ written notice to the other party in the event that the other party approves (i) the merger of the Fund or Portfolio, or the Custodian, respectively, into, or the consolidation with, another entity, or (iii) the sale of all, or substantially all, of its assets to another entity; or (iii), with respect to the Fund, the liquidation or dissolution of the Fund or Portfolio.
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Non-Ordinary Course Transaction. At any time after the Restatement Effective Date that any Credit Party or any of its respective Subsidiaries proposes to enter into any transaction (or series of related transactions) with any Affiliate of any Credit Party or any of their respective Subsidiaries outside the ordinary course of business (other than any transaction of a nature described in the proviso to Section 7.07), the Borrower shall give the Administrative Agent and the Banks (x) written notice of any such transaction at least 7 Business Days (or such shorter period as the Required Banks may agree) prior to the earlier of (I) the consummation thereof or (II) the execution of a binding agreement therefor, and (y) such other information related to the transaction as the Administrative Agent or the Required Banks shall reasonably request.
Sample 1Sample 2
Non-Ordinary Course Transaction. At any time after the Effective Date that any Credit Party or any of its respective Subsidiaries proposes to enter into any transaction (or series of related transactions) with any Affiliate of any Credit Party or any of their respective Subsidiaries outside the ordinary course of business (other than any transaction of a nature described in the proviso to Section 7.07), the Borrower shall give the Agent and the Banks (x) written notice of any such transaction at least 7 Business Days (or such shorter period as the Required Banks may agree) prior to the earlier of (I) the consummation thereof or (II) the execution of a binding agreement therefor, and (y) such other information related to the transaction as the Agent or the Required Banks shall reasonably request.
Sample 1
Non-Ordinary Course Transaction. Notwithstanding Section 16.1 above, this Agreement may be terminated by BBH&Co. or the Fund (in respect of one or more Portfolios), with respect to the other, respectively, upon 30 days’ written notice to the other party in the event (a) that the other party approves (i) a merger into, or the consolidation with, another entity, (ii) the sale of all, or substantially all, of its assets to another entity, or (iii) in respect of the Fund or a Portfolio, the liquidation or dissolution of the Fund or said Portfolio, respectively or (b) of termination of the Administration Agreement between the parties.
Sample 1

Related to Non-Ordinary Course Transaction

  • Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • 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.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • Actions Pending Acquisition IV.01Forbearances of the Company. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by applicable Law, or with the prior written consent of First Foundation, which shall not be unreasonably withheld or delayed, the Company will not, and will cause each of its Subsidiaries not to:

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Intercompany Transactions 89 Section 9.13

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

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