Overview of the Transaction Sample Clauses

Overview of the Transaction. Subject to the satisfaction of certain milestones set out in the Lock-Up Agreement, the Transaction will, once consummated, result in a corporate reorganisation of the Floatel group of companies, with the Bond Vessel Assets as well as certain Floatel group entities, which provide operational and management functions to the Bond Vessel Entities, together with their assets (collectively with the Bond Vessel Assets, the “Transferring Assets”) being acquired by Newco (the “Newco Acquisition”). The NewCo Acquisition will be carried out through the enforcement by the 1L Bondholders of their security over the shares in the Bond Vessel Entities and the entities providing operational and management functions. All other Floatel group entities, including the entities owning and operating the vessel “Floatel Endurance”, together with their assets (collectively, the “Bank Vessel Assets”) will remain as direct or indirect subsidiaries of the Company unless the Lenders under the Bank Vessel Facility otherwise direct pursuant to the terms of the relevant collateral documents, which were entered into in connection with the Bank Vessel Facility and the Company’s USD 20,000,000 revolving credit facility and which granted certain security interests in favour of the Lenders in respect of the Bank Vessel Assets. In consideration for the acquisition by Newco of the Transferring Assets, debt obligations in the amount of the 1L Bonds will be assumed by Newco along with debt obligations in a portion of the Bank Vessel Facility that is secured by the Company’s pool of “Common Collateral”, which is a pool of collateral securing the 1L Bonds, 2L Bonds and Bank Vessel Facility together (the “Newco Debt Assumption”). The remaining portion of the Bank Vessel Facility will remain a liability of the Company. The 2L Bonds and the approximately USD 244,000,000 subordinated loan borrowed by the Company from Keppel are not part of the Newco Acquisition and Newco Debt Assumption and will remain with the Company. Newco is prepared to offer warrants in Newco to the 2L Bondholders if the 2L Bondholders pass a bondholder resolution under the 2L Bonds in favour of the Proposed Transaction. Following the completion of the Transaction there will be a significant balance sheet deleveraging and an extension to Newco’s near- term maturity and cash-pay interest profile. The Transaction will provide Newco with a robust liquidity profile pursuant to terms for a new revolving credit facility of up to USD 100...
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Overview of the Transaction. Under the agreement announced today, Citibank Japan’s entire retail banking business will be transferred to SMBC Trust, together with about 740,000 retail customers, 32 branches and about 1,600 employees. Overview of the Retail Bank Business (as of September 30, 2014) Total Deposits: 2,440 billion yen Number of Employees: Approximately 1,600 (including some employees seconded to affiliated entities etc.) Number of Branches: 32 (Including Internet Branch and Kansai Mini Branch, as of November 30, 2014) Number of Customers: Approximately 740,000
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Overview of the Transaction. The Company has designated Gold Mountains as the buyer (the “Buyer”) to pay US$298 million to Barrick Australia, the seller (the “Seller”), for acquisition of: (1) 50% equity interest in the Target Company, being 774,888,390 ordinary shares of the Target Company free and clear of encumbrances with consideration of US$100 million; and (2) 50% of the aggregate shareholders’ loans once lent from Barrick and its affiliates to the Target Company which is free and clear of encumbrances with consideration of US$198 million. The total amount of the consideration for the Transaction may be adjusted subject to the determination on the change of the amount of the Target Company’s working capital as at the completion date in accordance with International Financial Reporting Standards as agreed by the Seller and the Buyer.
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Overview of the Transaction. Under this agreement, the Lender will lend One Million Four Hundred Thousand Dollars and 00/100 ($1,400,000.00) to the Borrowers at an interest rate of Eight and One Half Percent (8.50%) per annum, plus a one-half of one percent (.50%) loan service fee, for an effective rate of Nine Percent (9.00%) per annum. Interest is calculated based on actual/365 day bases. The purpose of the loan is to purchase
Sample 1
Overview of the Transaction. At Closing, Igene will sell and transfer to Xxxx & Xxxx, and Xxxx & Xxxx will purchase and acquire from Igene, all of the Igene Shares. Immediately upon Xxxx & Lyle's acquisition of the Igene Shares: (i) Xxxx & Xxxx will ensure that the Company sells to Igene, and Igene will purchase from the Company, the Company's intellectual property and the Company's inventory as of the Closing; (ii) Xxxx & Xxxx will assign to Igene, and Igene will assume, the Company's contracts with vendors and customers (provided customers and vendors consent where consent is required), except with respect to any third-party customer/vendor contract in which Astaxanthin Manufacturing Ltd. or Xxxx & Xxxx (or any of its affiliates) is a vendor or customer, and as is further defined in the Assignment of Contracts Agreement; (iii) the Support Services Agreement between Igene and the Company, dated May 22, 2003, shall terminate; and (iv) the Joint Venture Agreement and that certain side Agreement between Igene and Xxxx & Xxxx PLC, signed in October and November 2005, shall terminate. For purposes of determining the Company's inventory at Closing, Xxxx & Xxxx will take a physical count of the inventory on October 31, 2007 and Igene will be present to verify this count of the Company's inventory. The parties agree that this physical inventory count shall be determinative of inventory for purposes of this Agreement and the transactions and agreements contemplated herein. Except as otherwise provided herein, the closing for this Agreement and the transactions and agreements contemplated herein shall take place on October 31, 2007 (the "Closing Date" or the "Closing"). For five years following Closing, Xxxx & Xxxx shall not, and shall ensure that its affiliates shall not, directly or indirectly, as stockholders, consultants, members, partners or in any other capacity engage in any enterprise or business anywhere in the world, to (a) manufacture astaxanthin or (b) develop, market or sell products falling within the Field of Agreement (as defined in the Joint Venture Agreement). Xxxx & Xxxx agrees to promptly destroy or return to Igene (i) all strains of phaffia and their derivatives used for making astaxanthin and (ii) all written materials in its possession regarding the process to produce astaxanthin. Furthermore, Xxxx & Xxxx agrees not to violate any patented procedures belonging to Igene nor to disclose to third parties trade secrets regarding the making of astaxanthin. Notwithstanding the...
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Related to Overview of the Transaction

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • 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;

  • Descriptions of the Transaction Documents Each Transaction Document conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Pre-Release Transactions Subject to the further terms and provisions of this Section 5.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

  • Details of the transfer The details of the transfer and in particular the special categories of personal data where applicable are specified in Appendix 1 which forms an integral part of the Clauses.

  • Conditions to the Transaction 7.1 Conditions to Obligations of Each Party to Effect the Transaction. The respective obligations of each party to this Agreement to effect the Transaction shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

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

  • Information Acquisition Connecting Transmission Owner and Developer shall each submit specific information regarding the electrical characteristics of their respective facilities to the other, and to NYISO, as described below and in accordance with Applicable Reliability Standards.

  • Notice to Proceed - Land Acquisition The acquisition of the Land shall not occur until the Director has issued a written Notice to Proceed for land acquisition to the Recipient (the "Notice to Proceed"). Such Notice to Proceed will not be issued until the Director has received a Request to Proceed acceptable to the Director and is assured that the Recipient has complied with all requirements for the approval of a grant under Revised Code Sections 164.20 through 164.27 and any requirements for land acquisition set forth in this Agreement, including without limitation the OPWC's approval of the proposed Deed Restrictions and Title Agent. The Notice to Proceed also shall specify the time frame for the Closing.

  • 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.

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