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:
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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
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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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Overview of the Transaction 
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Related to Overview of the Transaction

  • Terms of the Transaction 9 2.1 Agreement to Sell and to Purchase the Securities................ 9 2.2

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

  • 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).

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