Other Transaction Matters Sample Clauses

Other Transaction Matters. Each of Seller and Buyer shall, and shall cause each of its Affiliates to, comply with the applicable obligations set forth on Schedule 7.11 to the Disclosure Letter.
Sample 1
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Other Transaction Matters. (a) As of the date hereof, LFoundry GmbH shall have signed the Preliminary, Non-Binding Term Sheet between LFoundry and Buyer attached hereto as Exhibit D (the “Signed LFoundry Term Sheet”). (b) As of the date hereof, Atmel and Buyer have entered into the Foundry Agreement substantially in the form attached hereto as Exhibit E and the Probe and Test Services Agreement substantially in the form attached hereto as Exhibit F. (c) As of the date hereof, Buyer and Atmel shall have completed negotiation in good faith the terms and conditions of the a lease agreement in the form attached hereto as Exhibit J pursuant to which Atmel France shall lease the Property to Vault-IC (the “Lease Agreement”) on terms that are commercially reasonable and are in compliance with applicable Laws, including French Laws governing commercial lease transactions. (d) As of the date hereof, Buyer and Atmel shall have agreed to the form of the Vault-IC Articles of Association as attached hereto as Exhibit L. (e) Prior to the Closing, Atmel and Buyer agree to negotiate in good faith the terms and conditions of the Escrow Agreement substantially in the form attached hereto as Exhibit A. (f) Prior to the Closing, Atmel and Buyer agree to negotiate in good faith the terms and conditions of the Transition Services Agreement substantially in the form attached hereto as Exhibit G and shall cooperate to produce a mutually acceptable transition plan, which shall be attached to and incorporated by reference in the Transition Services Agreement. (g) Prior to the Closing and upon receipt of any and all necessary consents, approvals or authorizations from all applicable Governmental Authority, unless otherwise mutually agreed by Buyer and Atmel, Atmel agrees to enter into, and shall cause the Vault-IC to enter into, the IT Apps License Agreement substantially in the form attached hereto as Exhibit H pursuant to which Atmel or its Affiliates shall grant a license to Vault-IC with respect to certain IT applications originally developed by Atmel or its Affiliates on terms that are commercially reasonable. (h) Prior to the Closing, Atmel and Buyer agree to negotiate in good faith the terms and conditions of the Standard Cell Library License Agreement substantially in the form attached hereto as Exhibit I.
Sample 1
Other Transaction Matters. The Parties intend that the Stock Exchange Agreement will also address the following matters (and such other matters that the parties may mutually agree to after the date hereof):
Sample 1
Other Transaction Matters. (a) Prior to the Closing, unless otherwise mutually agreed by the Parties, Seller agrees to enter into, and shall cause the Company to enter into, a lease agreement pursuant to which Seller shall lease the Property to the Company (the “Lease Agreement”) on terms that are commercially reasonable and are in compliance with applicable Laws, including French Laws governing commercial lease transactions. (b) Prior to the Closing and upon receipt of any and all necessary consents, approvals or authorizations from all applicable Governmental Authority, unless otherwise mutually agreed by the Parties, Seller agrees to enter into, and shall cause the Company to enter into, an IT applications license agreement pursuant to which Seller shall grant a license to the Company with respect to certain IT applications (the “IT Apps License Agreement”) on terms that are commercially reasonable. (c) Prior to the Closing, unless otherwise mutually agreed by the Parties, Seller agrees to enter into, and shall cause the Company to enter into, an option agreement (the “Option”) pursuant to which Seller shall grant an option to the Company to purchase the Class B Share substantially in a form attached hereto as Schedule 6.11(c). (d) Prior to the Closing, each of the Parties agrees to negotiate in good faith the terms and conditions of the FA Lab Services Agreement and the Transition Service Agreement.
Sample 1
Other Transaction Matters. Each of the Parties shall comply with the provisions set forth on Schedule 5.12.
Sample 1
Other Transaction Matters 
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Related to Other Transaction Matters

  • Other Transactions Nothing contained herein shall preclude the Agent or any other Lender from engaging in any transaction, in addition to those contemplated by this Agreement or any other Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

  • Other Transaction Documents Each representation and warranty made by the Servicer under each other Transaction Document to which it is a party (including, without limitation, the Purchase and Sale Agreement) is true and correct in all material respects as of the date when made.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • Consolidation, Merger or Certain Other Transactions The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian. (b) (i) Whenever on any Banking Day one or more Funds and Seller agree to enter into a repurchase transaction, Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, will give Repo Custodian proper instructions by telephone or otherwise on the Sale Date, specifying the Transaction Category, Repurchase Date, Sale Price, Repurchase Price or the applicable Pricing Rate and the Margin Percentage for each such repurchase transaction. (ii) In the case of repurchase transactions in which the Repurchase Date is the Banking Day next following the Sale Date (x) the Participating Funds may increase or decrease the Sale Price for any such repurchase transaction by no more than 10% of the initial Sale Price by causing to be delivered further proper instructions by telephone or otherwise to Repo Custodian prior to the close of business on the Sale Date and (y) Seller and the Participating Funds may by mutual consent agree to increase or decrease the Sale Price by more than 10% of the initial Sale Price by causing to be provided further proper instructions to Repo Custodian by the close of business on the Sale Date. In any event, Repo Custodian shall not be responsible for determining whether any such increase or decrease of the Sale Price exceeds the 10% limitation. (c) Seller will take such actions as are necessary to ensure that on the Sale Date the aggregate Market Value of all Securities held by Repo Custodian for Seller and cash in the Seller Account equals or exceeds the Margin Percentage of the Sale Price. Seller shall give Repo Custodian proper instructions specifying with respect to each of the Securities which is to be the subject of a repurchase transaction (a) the name of the issuer and the title of the Securities, and (b) the Market Value of such Securities. Such instructions shall constitute Seller's instructions to Repo Custodian to transfer the Securities to the Participating Funds and/or Cash Collateral from the Seller Account to the Transaction Account.

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Insider Transactions There are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company or any of its subsidiaries to or for the benefit of any of the officers or directors of the Company, any of its subsidiaries or any of their respective family members, except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. All transactions by the Company with office holders or control persons of the Company have been duly approved by the board of directors of the Company, or duly appointed committees or officers thereof, if and to the extent required under applicable law.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • 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.

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