Relevant Transactions Sample Clauses

Relevant Transactions. (a) If after the date hereof and prior to Closing, Comcast desires to, or desires to cause any of its Subsidiaries to, acquire or invest in a business, whether by merger, consolidation, combination or amalgamation, acquisition of equity interest or assets or otherwise, in each case, that if acquired would be primarily related to the Contributed Comcast Businesses, Comcast shall deliver a notice to GE containing the material terms of such transaction, including reasonable detail as to the financial and operational implications of the transaction for Newco, the equity interest, business or assets to be acquired, and the consideration proposed to be paid (including any Relevant Transaction Debt) in connection with such transaction. GE may, within fifteen (15) Business Days after receipt of such notice, object to such acquisition by delivering a notice of objection. (b) If a notice of objection with respect to any such transaction is delivered pursuant to Section 6.22(a) within such fifteen (15) Business Day period, Comcast or one or more of its Subsidiaries shall be permitted, subject to receipt of any consent required pursuant to Section 6.01(b)(ii), to enter into and consummate such transaction on the terms set forth in the notice delivered by Comcast pursuant to Section 6.22(a); provided that the equity interest, business or assets acquired pursuant to such transaction shall be deemed Comcast Excluded Assets and the Liabilities relating thereto shall be deemed Excluded Comcast Liabilities. (c) If a notice of objection with respect to any such transaction is not delivered pursuant to Section 6.22(a) within such fifteen (15) Business Day period, (i) Comcast or more of its Subsidiaries shall be permitted to enter into and consummate such transaction (a “Relevant Transaction”) on terms that are equivalent in all material respects to those which are set forth in the notice delivered by Comcast pursuant to Section 6.22(a) and (ii) the equity interest, business or assets acquired pursuant to such transaction shall be deemed Comcast Assets or Excluded Comcast Assets and the Liabilities relating thereto shall be deemed Assumed Comcast Liabilities or Excluded Comcast Liabilities to the extent provided in Section 2.03 (as if such equity interest, business or assets were owned by Comcast and such Liabilities were Liabilities of Comcast). Each transaction set forth on Section 6.22 of the Comcast Disclosure Letter shall be a Relevant Transaction if it is consummated on ...
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Relevant Transactions. In accordance with Article 86.4 of the Company Law of Mongolia, the Company’s Charter shall state that Chapter 12 of the Company Law shall not apply to any transaction between the Company (on the one hand) and any Shareholder or Related Corporation of any Shareholder (on the other hand). In respect of Relevant Transactions, the following provisions apply: (a) The Company is permitted, without the prior approval of the Shareholders, to enter into Relevant Transactions, provided that each Relevant Transaction must be: (i) at a competitive market price; (ii) on commercial terms comparable to what would be agreed between unrelated parties; and (iii) promptly disclosed to the Shareholders. (b) Each Director shall vote on any Relevant Transaction. If a Shareholder considers that a Relevant Transaction does not meet the criteria of clause 6.2(a), then it may give notice to the Company and the other Shareholders, and the following provisions shall apply: (i) The notice shall be given within 30 days of the Relevant Transaction being disclosed to the Shareholder and shall include reason(s) why the Shareholder believes the Relevant Transaction does not meet the criteria of clause 6.2(a). (ii) The Relevant Transaction shall be discussed at the next meeting of the Board of Directors. (iii) If a Shareholder is not satisfied with the discussion on the Relevant Transaction at that meeting of the Board of Directors, it shall give notice to the other Shareholders and the Board of Directors within 7 days after that meeting, and the Shareholders shall then jointly appoint a suitably qualified independent expert to assess whether or not the Relevant Transaction meets the criteria in clause 6.2(a). (iv) If the Shareholders cannot agree on an independent expert within 15 days of the notice under clause 6.2(b)(iii), the independent expert shall be chosen by an internationally recognised and reputable audit and accounting firm jointly agreed upon by the Shareholders. (v) If the independent expert finds that the Relevant Transaction does not meet the criteria in clause 6.2(a), that Relevant Transaction shall not be void, however, the Shareholder that is a party to the Relevant Transaction (or whose Related Corporation is a party to the Relevant Transaction) shall be liable for any loss caused to the Company as a result of the departure from the criteria in clause 6.2(a). (vi) Notwithstanding the finding of the independent expert, the Company shall bear all the costs of the independ...
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Relevant Transactions. The Subadviser may undertake transactions in options, futures or contracts for difference ("Relevant Transactions") in accordance with the Prospectus. The markets on which Relevant Transactions are executed can be highly volatile and such investments carry a high risk of loss. In respect of Relevant Transactions, the Fund shall not be required to pay margin in cash beyond the amount of cash held at the relevant time in the Fund and if such cash is not available the Subadviser may make contractual or other arrangements to settle or close out all or any open positions without reference to the Fund.
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Relevant Transactions. The RDA allows the parties to define the Relevant Transactions in the Election Schedule. Clients should consider any such definition carefully to ensure that all transactions which they want the delegate to report are covered. In particular: a. Consider whether historical transactions that are subject to reporting will be covered. b. Care should be taken in using the terms “OTC derivative” and “exchange traded derivative” as the definition of an “OTC derivative contract” under EMIR is a derivative contract the execution of which does not take place on a “regulated market” within the meaning of the EU Markets in Financial Instruments Directive (“MiFID”) or on a third country market considered equivalent to such a regulated market. As, to date, there is no publicly available list of non-EU exchanges considered equivalent to a regulated market as defined under MiFID, any derivative contracts which are executed on, for example, non-EU exchanges are regarded as OTC derivative contracts under EMIR. This means that non-EU traded exchange traded derivatives (including US futures contracts) are “OTC derivative contracts” under EMIR. c. Where an agent is acting on behalf of more than one Client (e.g. an investment manager acting on behalf of a number of funds), the RDA is likely to specify that only transactions executed by the investment manager on behalf of a particular Client will be covered and not any other transactions between such Client and the Reporting Delegate.
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Related to Relevant Transactions

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Treasury Transactions No Obligor shall (and the Parent will procure that no members of the NEXT Group will) enter into any Treasury Transaction, other than any Permitted Treasury Transaction.

  • 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.

  • Consolidation, Merger or Certain Other Transactions The voluntary sale, conveyance, lease, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property or assets of the Partnership to, or the consolidation or merger or other business combination of the Partnership with or into, any corporation, trust or other entity (or of any corporation, trust or other entity with or into the Partnership) shall not be deemed to constitute a liquidation, dissolution or winding-up of the Partnership.

  • Custody Account Transactions (a) Securities will be transferred, exchanged or delivered by the Bank or its Subcustodian upon receipt by the Bank of Instructions which include all information required by the Bank. Settlement and payment for Securities received for, and delivery of Securities out of, the Custody Account may be made in accordance with the customary or established securities trading or securities processing practices and procedures in the jurisdiction or market in which the transaction occurs, including, without limitation, delivery of Securities to a purchaser, dealer or their agents against a receipt with the expectation of receiving later payment and free delivery. Delivery of Securities out of the Custody Account may also be made in any manner specifically required by Instructions acceptable to the Bank. (b) The Bank, in its discretion, may credit or debit the Accounts on a contractual settlement date with cash or Securities with respect to any sale, exchange or purchase of Securities. Otherwise, such transactions will be credited or debited to the Accounts on the date cash or Securities are actually received by the Bank and reconciled to the Account. (i) The Bank may reverse credits or debits made to the Accounts in its discretion if the related transaction fails to settle within a reasonable period, determined by the Bank in its discretion, after the contractual settlement date for the related transaction. (ii) If any Securities delivered pursuant to this Section 6 are returned by the recipient thereof, the Bank may reverse the credits and debits of the particular transaction at any time.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.

  • Deposit Account Transactions (a) The Bank or its Subcustodians will make payments from the Deposit Account upon receipt of Instructions which include all information required by the Bank. (b) In the event that any payment to be made under this Section 5 exceeds the funds available in the Deposit Account, the Bank, in its discretion, may advance the Customer such excess amount which shall be deemed a loan payable on demand, bearing interest at the rate customarily charged by the Bank on similar loans. (c) If the Bank credits the Deposit Account on a payable date, or at any time prior to actual collection and reconciliation to the Deposit Account, with interest, dividends, redemptions or any other amount due, the Customer will promptly return any such amount upon oral or written notification: (i) that such amount has not been received in the ordinary course of business or (ii) that such amount was incorrectly credited. If the Customer does not promptly return any amount upon such notification, the Bank shall be entitled, upon oral or written notification to the Customer, to reverse such credit by debiting the Deposit Account for the amount previously credited. The Bank or its Subcustodian shall have no duty or obligation to institute legal proceedings, file a claim or a proof of claim in any insolvency proceeding or take any other action with respect to the collection of such amount, but may act for the Customer upon Instructions after consultation with the Customer.

  • Intercompany Transactions 72 Section 9.13

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