Priority of Transaction Sample Clauses

Priority of Transaction. Buyers will take no action which will prevent or unduly delay the issuance of any required regulatory clearance relating to the transactions contemplated by this Agreement. In the event of a conflict between the transactions proposed in this Agreement and another subsequent transaction involving the Buyers, Buyer will defer, delay, or terminate such other transaction if necessary to permit the grant of required regulatory consent for the transactions contemplated herein.
Sample 1Sample 2Sample 3
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Priority of Transaction. Buyer shall have a Call Option to Schedule and Dispatch the Contract Quantity of Capacity and receive the associated Energy from the Facilities. To the extent Buyer does not exercise its Call Option to Schedule and Dispatch any portion of the Contract Quantity of Capacity on any given Day, Seller may sell to a third party the undispatched portion of the Energy associated with the Contract Quantity of Capacity. Seller’s obligations with respect to the sale of the Contract Quantity of Capacity and of the associated Energy shall have priority over all other sales of Capacity or Energy by Seller from the Facilities [with the exception of the use by Seller of the Facility Requirements; provided, however, that if under the Open Access Transmission Tariff of the Entergy System, or any successor tariff, the sale of the Contract Quantity of Capacity and associated Energy shall be entitled to priority over the Facility Requirements, then the sale of the Contract Quantity Capacity and associated Energy shall have priority over all Facility Requirements and all other sales of Capacity or Energy from the Facilities]. Seller agrees that, notwithstanding the Unit Contingent nature of the sale of the Contract Quantity of Capacity and the associated Energy under this Transaction, it will not curtail or otherwise reduce deliveries of the Contract Quantity of Capacity or associated Energy unless and until all other sales of Capacity or Energy from the Facilities have been completely curtailed[, except as provided above in respect of the Facility Requirements.]
Sample 1
Priority of Transaction. (a) Buyer shall have a Call Option to Schedule and Dispatch the Contract Quantity of Capacity and receive the associated energy from the Facilities. To the extent Buyer does not exercise its Call Option to Schedule and Dispatch the Contract Quantity of Capacity for a portion of any given Day, Seller may sell to a third party the undispatched portion of the energy associated with the Contract Quantity of Capacity.
Sample 1
Priority of Transaction. The sale of the Contract Quantity of Capacity, associated energy and Other Associated Electric Products shall be (i) be subordinate to the Facility Requirements and (ii) be senior to and have priority over all other sales or uses of Capacity or energy or Other Associated Electric Products by Seller from the Facilitythat do not constitute Facility Requirements; provided, however, that if the Open Access Transmission Tariff of the Entergy System or any successor tariff or applicable Law requires that the sale of the Contract Quantity of Capacity, associated energy or any of the Other Associated Electric Products have priority over one or more of the Facility Requirements, then the sale of the Contract Quantity of Capacity and associated energy and Other Associated Electric Products shall have priority over all such Facility Requirements and all other sales of Capacity, energy or Other Associated Electric Products from thethat do not constitute Facility.
Sample 1

Related to Priority of Transaction

  • Validity of Transactions This Agreement, and each document executed and delivered by the Company in connection with the transactions contemplated by this Agreement, including this Agreement, have been duly authorized, executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor’s rights generally and by general principles of equity.

  • As Of Transactions For purposes of this Article M, the term “

  • Grant of Transaction Liens (a) The Issuer, in order to secure the Secured Obligations, and each other Grantor listed on the signature pages hereof, in order to secure its Secured Guarantee, grants to the Collateral Agent for the benefit of the Secured Parties a continuing security interest in all the following property of the Issuer or such other Grantor, as the case may be, whether now owned or existing or hereafter acquired or arising and regardless of where located: (i) all Accounts; (ii) all Chattel Paper; (iii) all cash and Deposit Accounts; (iv) all Documents; (v) all Equipment; (vi) all General Intangibles (including, without limitation, (w) any Equity Interests in other Persons that do not constitute Investment Property, (x) any Intellectual Property and (y) any rights under contracts (including the Spectrum Registration Rights Agreement) that the Issuer has with Spectrum); (vii) all Instruments; (viii) all Inventory; (ix) all Investment Property (including, without limitation, all Equity Interests in Spectrum); (x) the Commercial Tort Claims described in Schedule 3; (xi) all Letter-of-Credit Rights; (xii) all books and records (including customer lists, credit files, computer programs, printouts and other computer materials and records) of such Grantor pertaining to any of its Collateral; (xiii) such Grantor’s ownership interest in (1) its Collateral Accounts, (2) all Financial Assets credited to its Collateral Accounts from time to time and all Security Entitlements in respect thereof, (3) all cash held in its Collateral Accounts from time to time and (4) all other money in the possession of the Collateral Agent; and (xiv) all Proceeds of the Collateral described in the foregoing clauses (i) through (xi); provided that the Excluded Property shall be excluded from the foregoing security interests. (b) With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation. (c) The Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way affect or modify, any obligation or liability of any Grantor with respect to any of the Collateral or any transaction in connection therewith.

  • Support of Transaction Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the transactions contemplated hereby; (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company or their respective Affiliates are required to obtain in order to consummate the Merger, including any required approvals of parties to material Contracts with the Company or its Subsidiaries; and (c) take such other action as may reasonably be necessary or as another party hereto may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub, the Company or the Company’s Subsidiaries be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company or any of its Subsidiaries is a party or otherwise in connection with the consummation of the Merger.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Description of Transaction 1.1 Merger of Merger Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time (as defined in Section 1.3), Merger Sub shall be merged with and into the Company, and the separate existence of Merger Sub shall cease. The Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Settlement of Transactions 1. The Company shall proceed to a settlement of all transactions upon execution of such transactions. 2. An online statement of Account will be available for printing to the Client on the Trading Platform of the Company, at all times.

  • Effect of Transaction The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Identity of Transfer Agent The Transfer Agent for the Common Stock is Corporate Stock Transfer, Inc. with a mailing address of 3000 Xxxxxx Xxxxx Xxxxx Xxxxx #000, Xxxxxx, XX 00000. Upon the appointment of any subsequent transfer agent for the Shares, the Company will mail to the Warrant Holder a statement setting forth the name and address of such transfer agent.

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