Potential Paramount Transaction Sample Clauses

Potential Paramount Transaction. Viacom hereby authorizes Xxxxxx to continue during the Continuation Period to explore a possible minority and non-controlling investment (the “Paramount Investment”) in Paramount Pictures Corporation and Viacom’s filmed entertainment business (the “Paramount Business”) including, without limitation, to engage financial, legal and other advisors and counsel to assist in such exploration at Viacom’s cost and expense (subject to the Viacom Board’s supervision and directions on or after the Effective Date); provided, however, that no such prospective Paramount Investment shall contain terms that would grant the prospective investor the right to, and shall include commitments by the prospective investor during the term of its investment in the Paramount Business not to seek, or otherwise attempt to gain, any right to (and not to request a waiver of such commitment) (a) acquire a controlling interest in the Paramount Business (including by acquisition of a majority of the voting power thereof) without the Viacom Board’s prior consent and NAI’s prior written consent as would be required under the Charter as set forth in Section 4(b) above, (b) approve or consent to any merger, change of control or other sale transaction involving Viacom, Paramount Pictures Corporation or the Paramount Business, or (c) cause a merger, change of control or other sale transaction involving Viacom, Paramount Pictures Corporation or the Paramount Business. Xxxxxx must notify any potential investor that any proposed Paramount Investment is subject to the Viacom Board’s approval, including by unanimous vote of the Viacom Board as set forth in Exhibit I. Further, Xxxxxx cannot sign any documentation involving a proposed Paramount Investment unless authorized by the Viacom Board, excepting only customary non-disclosure agreements. Any public comments concerning any prospective Paramount Investment shall be made in good faith and be accurate in all material respects. If a proposal for the Paramount Investment is formulated, Xxxxxx may submit such initial proposal to the Viacom Board for its consideration, including a detailed description of the initial proposal, a presentation by the financial advisor(s) engaged by Viacom and other information requested by any member of the Viacom Board. SMR and SER may share any such information on a confidential basis with NAI and its legal and financial advisors. For clarity, the independent directors on the Viacom Board shall be entitled to cause Viaco...
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Related to Potential Paramount Transaction

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • 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.

  • Alternative Transaction If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with an Alternative Transaction in accordance with the provisions of the Support Agreement, then the Seller irrevocably covenants to support the completion of such Alternative Transaction, including, if applicable, by voting the Seller’s Securities in favour of any resolution or resolutions approving such Alternative Transaction; provided that the Company has determined that such Alternative Transaction would not result in a delay or time to completion materially longer than the Contemplated Transactions and is otherwise not materially prejudicial to the Shareholders.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Subsequent Variable Rate Transactions From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

  • 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.

  • Affiliated Transactions The Company shall cause each of the Initial Stockholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Stockholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the Initial Stockholders cease to be an officer or director of the Company, subject to any pre-existing fiduciary or contractual obligations the Initial Stockholders might have.

  • Securitization Transactions The Borrower will not permit the aggregate outstanding amount of Securitization Transactions to exceed $300,000,000 at any time.

  • 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.

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