Potential Transaction Sample Clauses

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.
Sample 1Sample 2Sample 3See All (6)
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Potential Transaction. 3.15 Pre-Closing Taxes................................................3.7
Sample 1
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.
Sample 1
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.
Sample 1
Potential Transaction. Counterparties — the Company will, and will cause its non-legal advisors (including the Company’s financial advisor) to, provide: (i) regular weekly updates to the holders, the holder’s legal counsel and the Financial Advisor with respect to the sale and recapitalization process being undertaken by advisors on behalf of the Obsidian Parties, including updates in a timely manner with respect to prospective parties interested in a potential transaction involving the Obsidian Parties or any of their assets (each, a “Potential Transaction Counterparty”) identified by the Company or such advisors, material developments with respect to any transaction with any such Potential Transaction Counterparty, and a summary of the material terms of any written proposal received; and (ii) to the holders of Notes, the holders’ legal counsel and the Financial Advisor draft copies of all materials prepared for distribution to Potential Transaction Counterparties prior to such distribution, including any invitation or “teaser” letter, confidential information memorandum or management presentation;
Sample 1
Potential Transaction. 20 Purchase...........................1
Sample 1
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.
Sample 1
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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).
Sample 1
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.
Sample 1

Related to Potential Transaction

  • Commercial Transaction Refunds If you refund a Commercial Transaction payment, there are no fees to make the refund, but the fees you originally paid to receive the payment are not returned to you.

  • Material Transactions Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties): (a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; (b) amend its Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; (c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; (d) directly redeem, purchase or otherwise acquire any of its common or other capital stock; (e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; (f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; (g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; (h) prepay any debt in excess of Twenty-Five Thousand Dollars ($25,000), borrow or agree to borrow any amount of funds except in the Ordinary Course of Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; (i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate, except in the Ordinary Course of Business; (j) amend or modify any material Contract; (k) agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); (l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the Ordinary Course of Business or as otherwise disclosed herein; (m) guarantee the obligation of any person, firm or corporation, except in the Ordinary Course of Business; (n) make any loan or advance in excess of Twenty-Five Thousand Dollars ($25,000) or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; (o) sell or otherwise dispose of any Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the Ordinary Course of Business; (p) commit any act or fail to do any act which will cause a Breach of any Contract and which will have a Material Adverse Effect on its business, financial condition or earnings; (q) violate any Applicable Law which violation might have a Material Adverse Effect on such Party; (r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is in excess of Twenty-Five Thousand Dollars ($25,000) per expenditure; (s) except in the Ordinary Course of Business, enter into any agreement or transaction with any of such Party’s Affiliates; or (t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action.

  • Unusual Transactions All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Manual Transactions If the parties choose not to use Fund/SERV, if there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to a Portfolio’s prices should be communicated by facsimile or by electronic transmission, and will include for each day on which an adjustment has occurred the incorrect Portfolio price, the correct price, and, to the extent communicated to Portfolio shareholders, the reason for the adjustment. The Company may send this notification or a derivation thereof to Contract owners whose Contracts are affected by the adjustment.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • Illegal Transactions You agree that your Card and account will not be used to make or facilitate any illegal transactions as determined by applicable law; and that any such use will constitute an event of default under this Agreement. We may decline any transaction that we believe to be illegal under applicable law, including but not limited to any transaction involving or relating to any gambling activity. You agree that we will have no liability or responsibility for any such use by you or any authorized user(s); or for declining any such transaction. You further agree to indemnify and hold us harmless from any suits, liability, damages or adverse action of any kind that results directly or indirectly from such illegal use. You promise to pay us any and all amounts owing on your Card for any transactions made by you, even if the transaction is determined to be illegal.

  • 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.

  • Additional Transactions If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional 3,000,000 Common Units on the basis of the initial public offering price per Common Unit set forth in the Registration Statement less the amount of underwriting discounts and commissions and Structuring Fee, and the Partnership shall use the net proceeds from that exercise to redeem from Field Services the number of Common Units issued upon such exercise.

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