Pre Take-Up Transactions Sample Clauses

Pre Take-Up Transactions. (a) Pre-Acquisition Reorganizations. The Company shall, following the Commencement Date, effect such reorganizations of its business, operations and assets or such other transactions as the Offeror may request, acting reasonably (each such reorganization, a “Pre-Acquisition Reorganization”). The Offeror shall provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 10 business days prior to the Expiry Time. Upon receipt of such notice, the Offeror and the Company shall use reasonable best efforts to prepare prior to the Expiry Time all documentation necessary to give effect to each such Pre-Acquisition Reorganization as directed by the Offeror. The completion of any such Pre-Acquisition Reorganization shall be subject to the satisfaction or waiver by the Offeror of the conditions to the Offer set forth in Schedule A hereto and shall be effected immediately prior to the take up of the Common Shares tendered to the Offer by the Offeror (such date to be no earlier than the Expiry Time) or at such time thereafter as directed by the Offeror.
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Pre Take-Up Transactions. The Corporation agrees to effect such reorganizations of its business, operations and assets or such other transactions (each a “Pre-Acquisition Reorganization”) as Bidder may reasonably request prior to the take-up and payment by Bidder of Common Shares; provided, however, the parties agree that Bidder shall not request a Pre-Acquisition Reorganization which would require the Corporation to obtain the approval of the Shareholders in respect of such Pre-Acquisition Reorganization. In determining whether Bidder’s request to effect a Pre-Acquisition Reorganization is reasonable, the Corporation may take into account (i) the nature and complexity of the Pre-Acquisition Reorganization and (ii) whether any material regulatory approvals or approvals of material creditors are required to effect the Pre-Acquisition Reorganization and whether such approvals are likely to be obtained. In the event that Bidder does not take-up and pay for Common Shares, Bidder shall forthwith reimburse the Corporation for all reasonable fees and expenses (including any professional fees and expenses) incurred by the Corporation in effecting a Pre-Acquisition Reorganization and to undo a Pre-Acquisition Reorganization and shall indemnify and save harmless the Corporation for and against any and all claims, demands, actions, charges, expenses, costs, Taxes, damages or losses which the Corporation may suffer or incur, directly or indirectly, as a result of or in connection with a Pre-Acquisition Reorganization or the undoing of a Pre-Acquisition Reorganization. Any steps taken by the Corporation to undo a Pre-Acquisition Reorganization shall be reasonable and shall be completed in a timely manner. The Corporation shall take all steps to minimize the costs incurred by it and Bidder in undoing a Pre-Acquisition Reorganization and shall undo a Pre-Acquisition Reorganization as soon as reasonably practicable after termination of this Agreement. Prior to taking any steps to undo a Pre-Acquisition Reorganization, the Corporation shall first consult with Bidder and provide Bidder with a reasonable opportunity to comment on the proposed steps.
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Related to Pre Take-Up Transactions

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

  • 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.

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with:

  • 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.

  • Permitted Transactions The Customer agrees that it will cause transactions to be made pursuant to this Agreement only upon Instructions in accordance Section 14 and only for the purposes listed below.

  • Fund/SERV Transactions If the parties choose to use the National Securities Clearing Corporation’s Mutual Fund Settlement, Entry and Registration Verification (“Fund/SERV”) or any other NSCC service, the following provisions shall apply: The Company and the Fund or its designee will each be bound by the rules of the National Securities Clearing Corporation (“NSCC”) and the terms of any NSCC agreement filed by it or its designee with the NSCC. Without limiting the generality of the following provisions of this section, the Company and the Fund or its designee will each perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by the NSCC applicable to Fund/SERV, the Mutual Fund Profile Service, the Networking Matrix Level utilized and any other relevant NSCC service or system (collectively, the “NSCC Systems”). Any information transmitted through the NSCC Systems by any party or its designee to the other or its designee and pursuant to this Agreement will be accurate, complete, and in the format prescribed by the NSCC. Each party or its designee will adopt, implement and maintain procedures reasonably designed to ensure the accuracy of all transmissions through the NSCC Systems and to limit the access to, and the inputting of data into, the NSCC Systems to persons specifically authorized by such party. On each day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SEC (“Business Day”), the Company shall aggregate and calculate the net purchase and redemption orders for each Account received by the Company by the close of the New York Stock Exchange (generally, 4:00 p.m. Eastern Time) (the “Close of Trading”) on the Business Day. The Company shall communicate to the Fund or its designee for that Business Day, by Fund/SERV, the net aggregate purchase or redemption orders (if any) for each Account received by the Close of Trading on such Business Day (the “Trade Date”) no later than 7:00 a.m. Eastern Time (or such other time as may be agreed by the parties from time to time) (the “Fund/SERV Transactions Deadline”) on the Business Day following the Trade Date. All such aggregated orders communicated to the Fund or its designee by the Fund/SERV Transactions Deadline on the Business Day following the Trade Date shall be treated by the Fund or its designee as if received prior to the Close of Trading on the Trade Date. All orders received by the Company after the Close of Trading on a Business Day shall not be aggregated with Orders received by the Company prior to the Close of Trading on such Business Day and shall be communicated to BRIL or its designee as part of an aggregated order no sooner than after the FUND/SERV Transactions Deadline or such other time as may be agreed by the parties from time to time) the following Business Day. Cash settlement shall be transmitted pursuant to the normal NSCC settlement process. In the case of delayed settlement, the Fund or its designee shall make arrangements for the settlement of redemptions by wire no later than the time permitted for settlement of redemption orders by the 1940 Act. Unless otherwise informed in writing, such redemption wires should be sent to an account specified by the Company and agreed to by Fund Parties.

  • Material Transactions Not enter into any transaction material in nature or amount without the prior written consent of Buyer, except for transactions in the ordinary course of business;

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

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

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

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