Potential Transaction. You acknowledge that (i) the Company will conduct the process for the Potential Transaction in its sole discretion (including, without limitation, negotiating with any prospective party and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to the Potential Transaction may be changed at any time without notice to you or any other person, (iii) the Company shall have the right, in its sole discretion, to reject or accept any potential party, proposal, or offer, and to terminate any discussions and negotiations, at any time and for any or no reason, and (iv) you shall have no claims whatsoever against the Company or the Company’s Representatives arising out of or relating to such actions.
Potential Transaction. The Participant understands that: (i) Agilent shall conduct the process for a possible transaction as Agilent in its sole discretion shall determine (including without limitation negotiating with any prospective buyer and entering into definitive agreements without prior notice to the Participant or any other person), (ii) any procedures relating to such a transaction may be changed at any time without notice to the Participant or any other person, (iii) Agilent shall have the right to reject or accept any potential buyer, licensee, proposal or offer, for any reason whatsoever, in its sole discretion, and (iv) neither the Participant nor any of the Participant's Representatives shall have any claims whatsoever against Agilent or any of its directors, officers or other employees, shareholders, owners, affiliates or agents arising out of or relating to any such transaction (other than those against the parties to a definitive agreement with the Participant in accordance with the terms thereof). The Participant agrees that unless and until a definitive agreement between the parties with respect to any such transaction has been executed and delivered, neither of the parties will be under any legal obligation of any kind whatsoever with respect to such transaction.
Potential Transaction. 3.15 Pre-Closing Taxes................................................3.7
Potential Transaction. The Investor agrees that it shall make reasonable best efforts to locate, and secure an entity with which the Company would engage in a reverse merger or other similar transaction, and to review documentation related to and assist in the negotiation of the related transaction (the "FUTURE TRANSACTION"); provided, however, that any such Future Transaction and the terms hereof shall be subject to the approval of the Board of Directors of the Company and, if required, the Company's shareholders; provided further that the Investor, or its affiliates, shall receive no salary or consulting fees from the Company in connection with its obligations under this Section 5.5.
Potential Transaction. 20 Purchase...........................1
Potential Transaction. Counterparties — the Company will, and will cause its non-legal advisors (including the Company’s financial advisor) to, provide:
Potential Transaction. The parties acknowledge and agree that unless and until a written definitive agreement concerning a transaction arising out of the Purpose (a “Transaction”) has been duly executed, neither party nor any of its respective Representatives will have any obligation with respect to any Transaction, with respect to the procedures employed in connection therewith, or with respect to any representations, warranties or covenants made by either party, whether by virtue of this agreement or any other written or oral expression with respect to a Transaction (except as specifically provided in this agreement).
Potential Transaction. During the Term of this Agreement, Axia or one of its Affiliates may wish to negotiate with Nuvo regarding Axia or one of its Affiliates exploring an equity investment opportunity in Nuvo or entering into a joint venture or other similar transaction with Nuvo beyond the scope of this Agreement. The Parties agree that upon Axia’s written request, Nuvo and Axia will discuss, in good faith, proposals and terms to achieve such potential transaction. Nothing contained in this section shall be read as requiring Axia to make such a request or proposal or requiring Nuvo to accept any such proposal or either Party to consummate a transaction. Both Parties understand and agree that both Parties shall remain free to negotiate or deal with others at any time at their option. The Parties hereto agree that unless and until a definitive agreement between the Parties with respect to any potential transaction contemplated by this Section 2.2.1 has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement or any written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein.
Potential Transaction. The Parties acknowledge and agree that the objective of the Services is to identify and engage potential third-party investors to fund the continued development of MOTYS and transfer relevant MOTYS intellectual property to a new joint venture company (the “Potential Transaction”). It is indeed the intention of the Parties that new joint venture company (“NewCo”) will be created with equity ownership allocated among the Company, the new investors, and NewCo management in portions and subject to terms and conditions to be mutually agreed among the parties. It is also the intention of the Parties that Consultant will be offered and transition into a management employment role in NewCo upon consummation of the Potential Transaction, at which time this Agreement would terminate without the need for any further action by either Party. Without limiting the generality of the foregoing, Consultant agrees that the Company has no obligation to enter into any future agreement regarding the Potential Transaction and expressly reserves the right, in its sole discretion, to reject any and all proposals made by Consultant or any potential investor regarding a Potential Transaction, to negotiate with other interested parties, to terminate discussions and negotiations at any time, and/or to terminate the pursuit of a Possible Transaction upon notice to Consultant.
