Reinsurance Transaction Sample Clauses

Reinsurance Transaction. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Buyer shall, and Seller shall cause Cedant to, enter into the Reinsurance Agreement, the Trust Agreement and the Administrative Services Agreement and (ii) Buyer shall establish the Trust Account with the Trustee pursuant to the Trust Agreement, naming Cedant as sole beneficiary thereof.
Sample 1
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Reinsurance Transaction. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and simultaneously with the consummation of the transactions set forth in Section 2.1, (i) Buyer shall cause Reinsurer to, and Seller shall cause each applicable Cedant to, enter into the Reinsurance Agreements, the Trust Agreements, the GUL Trust Agreements, the Investment Management Agreements, and the Administrative Services Agreements; (ii) Buyer shall cause Reinsurer to establish the Trust Accounts with the Trustee pursuant to the Trust Agreements; (iii) Buyer shall cause Reinsurer to establish the GUL Trust Accounts with the GUL Trustee pursuant to the GUL Trust Agreements; (iv) Buyer shall cause Reinsurer, PLAZ and PAR U to enter into the transaction documents necessary for the implementation of the GUL Reinsurance Transaction on terms and conditions that are not inconsistent with the GUL Term Sheet in any material respect that would be adverse to the Seller or the Cedants; (v) Buyer shall cause PLAZ to establish the PLAZ Control Account and (vi) Buyer shall cause PAR U to establish the PAR U Economic Reserves Trust Account
Sample 1
Reinsurance Transaction. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and simultaneously with the consummation of the transactions set forth in Section 2.1, (i) Buyer shall cause each Reinsurer to, and each Seller shall, enter into the applicable Reinsurance Agreements, Trust Agreement and Administrative Services Agreement; and (ii) Buyer shall cause each Reinsurer to establish a Trust Account with the Trustee pursuant to the applicable Trust Agreement.
Sample 1

Related to Reinsurance Transaction

  • 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:

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Transaction Litigation In the event that any stockholder litigation related to this Agreement or the transactions contemplated by this Agreement is brought, or, to the Knowledge of the Company, threatened, against the Company or any Indemnified Party from and following the date of this Agreement and prior to the Effective Time (such litigation, other than any Proceeding in connection with, arising out of or otherwise related to a demand for appraisal under Section 262 of the DGCL, which shall be governed by Section 4.2(g), “Transaction Litigation”), the Company shall as promptly as practicable (a) notify Parent thereof and shall keep Parent reasonably informed with respect to the status thereof, (b) give Parent an opportunity to participate in the defense and/or settlement (at Parent’s sole expense and subject to a customary joint defense agreement) of any Transaction Litigation, (c) timely consult with Parent with respect to the defense and/or settlement of any Transaction Litigation and (d) shall consider in good faith Parent’s advice and recommendations with respect to such Transaction Litigation. The Company shall not agree to settle or offer to settle any Transaction Litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed, or conditioned).

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Closing of the Transaction All conditions precedent to effect the closing of the Transaction shall have been satisfied or waived (other than those conditions that, by their nature, may only be satisfied at the consummation of the closing of the Transaction but subject to satisfaction or waiver thereof).

  • Agency Cross Transactions From time to time, the Sub-Advisor or brokers or dealers affiliated with it may find themselves in a position to buy for certain of their brokerage clients (each an “Account”) securities which the Sub-Advisor’s investment advisory clients wish to sell, and to sell for certain of their brokerage clients securities which advisory clients wish to buy. Where one of the parties is an advisory client, the Advisor or the affiliated broker or dealer cannot participate in this type of transaction (known as a cross transaction) on behalf of an advisory client and retain commissions from both parties to the transaction without the advisory client’s consent. This is because in a situation where the Sub-Advisor is making the investment decision (as opposed to a brokerage client who makes his own investment decisions), and the Sub-Advisor or an affiliate is receiving commissions from one or both sides of the transaction, there is a potential conflicting division of loyalties and responsibilities on the Sub-Advisor’s part regarding the advisory client. The SEC has adopted a rule under the Advisers Act which permits the Sub-Advisor or its affiliates to participate on behalf of an Account in agency cross transactions if the advisory client has given written consent in advance. By execution of this Agreement, the Trust authorizes the Sub-Advisor or its affiliates to participate in agency cross transactions involving an Account. The Trust may revoke its consent at any time by written notice to the Sub-Advisor.

  • 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.

  • Closing of the Transactions The Transactions set forth in the Business Combination Agreement shall have been or will be consummated substantially concurrently with the Closing.

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