Proposed Transaction Summary Sample Clauses

Proposed Transaction Summary. Please describe the proposed transaction terms and associated agreements, as well as results of the territorial search.
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Proposed Transaction Summary. Under the terms of the Letter Agreement, Prophecy will acquire the claims and a lease which constitute the Buttercup Project by paying to Fairmont:
Sample 1
Proposed Transaction Summary. On November 18, 2022, Mind Cure announced its intent to effect the Proposed Transaction, as described in two news releases dated November 18, 2022. The Arrangement Agreement sets out the structure of the Proposed Transaction by way of a plan of arrangement to be effected under the laws of British Columbia through the Supreme Court of British Columbia, pursuant to which, among other things, (i) Mind Cure will effect the Mind Cure Consolidation; (ii) Mind Cure shall effect a name change to such name as may be acceptable to the Exchange and LNG Energy; (iii) Mind Cure will acquire all of the issued and outstanding LNG Shares in exchange for the issuance of one (1) Resulting Issuer Share for every one (1) LNG Share, resulting in LNG Energy becoming a wholly-owned subsidiary of Mind Cure; (iv) Mind Cure shall adopt new articles of incorporation; (v) Mind Cure shall set the number of directors on its board to five; (5) and replace its current board members and officers and, following the completion of the Proposed Transaction
Sample 1
Proposed Transaction Summary. On November 18, 2022, Mind Cure announced its intent to effect the Proposed Transaction, as described in two news releases dated November 18, 2022. The Arrangement Agreement sets out the structure of the Proposed Transaction by way of a plan of arrangement to be effected under the laws of British Columbia through the Supreme Court of British Columbia, pursuant to which, among other things, (i) Mind Cure will effect the Mind Cure Consolidation; (ii) Mind Cure shall effect a name change to such name as may be acceptable to the Exchange and LNG Energy; (iii) Mind Cure will acquire all of the issued and outstanding LNG Shares in exchange for the issuance of one (1) Resulting Issuer Share for every one (1) LNG Share, resulting in LNG Energy becoming a wholly- owned subsidiary of Mind Cure; (iv) Mind Cure shall adopt new articles of incorporation; (v) Mind Cure shall set the number of directors on its board to five; (5) and replace its current board members and officers and, following the completion of the Proposed Transaction (vi) the Resulting Issuer shall continue into the province of Ontario; and (vii) the Resulting Issuer will carry on the businesses currently carried on by LNG Energy. In connection with the Proposed Transaction, LNG Energy and Mind Cure are seeking to apply to the Exchange to list the Resulting Issuer Shares on the Exchange, as well as the LNG Subscription Receipt Warrants (as defined below) and will apply to delist the Mind Cure Shares and its common share purchase warrants ("Mind Cure Warrants") from the CSE. The closing of the Proposed Transaction is subject to the approval of the Exchange, and is also subject to certain other additional conditions precedent, including, but not limited to: (i) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Arrangement Agreement; and (ii) certain other conditions typical in a transaction of this nature. Subject to obtaining Exchange approval and the issuance of a final order by the Supreme Court of British Columbia, the Proposed Transaction will be effected pursuant to the Business Corporations Act (British Columbia). Pursuant to the Arrangement Agreement, Mind Cure will acquire all of the issued and outstanding LNG Shares as follows:
Sample 1

Related to Proposed Transaction Summary

  • Notice of Proposed Transfer The Holder of the Shares shall deliver to the Company a written notice (the “Notice”) stating: (i) the Holder’s bona fide intention to sell or otherwise transfer such Shares; (ii) the name of each proposed purchaser or other transferee (“Proposed Transferee”); (iii) the number of Shares to be transferred to each Proposed Transferee; and (iv) the bona fide cash price or other consideration for which the Holder proposes to transfer the Shares (the “Offered Price”), and the Holder shall offer the Shares at the Offered Price to the Company or its assignee(s).

  • TRANSACTION NOTICE On any Trading Day during the Commitment Period, the Company may deliver a Transaction Notice to the Sales Agent (in the case of an Issuance) or the Forward Seller and the Forward Purchaser (in the case of a Forward), subject to the satisfaction of the conditions set forth in Sections 5.01 and 5.02; provided, however, that (i) the Issuance Amount or Forward Hedge Amount, as the case may be, for each Transaction as designated by the Company in the applicable Transaction Notice shall in no event exceed $100,000,000 for any Issuance or $50,000,000 for any Forward without the prior written consent of the Sales Agent or the Forward Seller, which may be withheld in the Sales Agent’s or the Forward Seller’s sole discretion and (ii) notwithstanding anything in this Agreement or the Master Forward Confirmation to the contrary, neither the Forward Purchaser, the Sales Agent nor the Forward Seller shall have any further obligations with respect to any Transaction Notice if and to the extent the aggregate Sales Price of the Shares sold pursuant thereto, together with the aggregate Sales Price of the Shares previously sold under the Sales Agency Agreements, shall exceed the Maximum Program Amount. The Company shall have the right, in its sole discretion, to amend at any time and from time to time any Transaction Notice; provided, however, that (i) the Company may not amend the Issuance Amount or Forward Hedge Amount, as the case may be, if such amended Issuance Amount or Forward Hedge Amount, as applicable, is less than the Actual Sold Issuance Amount or Actual Sold Forward Amount, as the case may be, as of the date of such amendment; (ii) the Company shall not have the right to amend a Transaction Notice specifying that it relates to a “Forward” after the related “Supplemental Confirmation” has been delivered to the Company; and (iii) no reduction in the Floor Price shall cause any sales of Shares executed pursuant to such Transaction Notice prior to the date of receipt of such amendment to be a breach of the terms hereof.

  • Notice of Proposed Transfers The holder of each certificate representing Restricted Securities by acceptance thereof agrees to comply in all respects with the provisions of this Section 4. Prior to any proposed sale, assignment, transfer or pledge of any Restricted Securities, unless there is in effect a registration statement under the Securities Act covering the proposed transfer, the holder thereof shall give written notice to the Company of such holder's intention to effect such transfer, sale, assignment or pledge. Each such notice shall describe the manner and circumstances of the proposed transfer, sale, assignment or pledge in sufficient detail, and, if requested by the Company, the holder shall also provide, at such holder's election and expense, either (i) a written opinion of legal counsel who shall be, and whose legal opinion shall be reasonably satisfactory to the Company, addressed to the Company, to the effect that the proposed transfer of the Restricted Securities may be effected without registration under the Securities Act, or (ii) a "no action" letter from the Commission to the effect that the transfer of such securities without registration will not result in a recommendation by the staff of the Commission that action be taken with respect thereto, whereupon the holder of such Restricted Securities shall be entitled to transfer such Restricted Securities in accordance with the terms of the notice delivered by the holder to the Company; provided, however, that no opinion of counsel or "no action" letter shall be required with respect to (i) a transfer not involving a change in beneficial ownership, (ii) a transaction involving the distribution without consideration of Restricted Securities by the holder to its constituent partners or members in proportion to their ownership interests in the holder, or (iii) a transaction involving the transfer without consideration of Restricted Securities by an individual holder during such holder's lifetime by way of gift or on death by will or intestacy. Each certificate evidencing the Restricted Securities transferred as above provided shall bear, except if such transfer is made pursuant to Rule 144, the appropriate restrictive legend set forth in Section 3 above, except that such certificate shall not bear such restrictive legend if in the opinion of counsel for such holder and counsel for the Company such legend is not required in order to establish compliance with any provision of the Securities Act.

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

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

  • 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.

  • 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.

  • Limited Condition Transaction In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Transaction are entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default, Event of Default or specified Event of Default, as applicable, occurs following the date the definitive agreements for the applicable Limited Condition Transaction were entered into or irrevocable notice of redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock is given and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default, as applicable, shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of:

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