Replacement Transaction Clause Samples
A Replacement Transaction clause defines the process by which a party may enter into a new agreement to substitute for an original transaction that has been terminated or defaulted. In practice, this clause outlines the conditions under which a replacement can occur, such as the timing, pricing, and method for determining the terms of the new transaction, often referencing market rates or similar instruments. Its core function is to ensure continuity and mitigate losses by allowing the non-defaulting party to restore its economic position as if the original transaction had not been disrupted.
Replacement Transaction. If the Offeror determines, acting reasonably, that it is necessary or desirable to proceed with another form of transaction, including an amalgamation, arrangement or merger (a "Replacement Transaction") whereby following completion of such Replacement Transaction, the Offeror would own or control 100% of the Shares or substantially all of the assets of the Company and its Subsidiaries, which Replacement Transaction would provide the Shareholders with cash consideration equal to the Offer and would not unduly delay completion of the acquisition of Shares, the Offeror will provide a written notice to the Company of its determination and upon receipt of such notice, the Company will use its best efforts to work with the Offeror to proceed with the Replacement Transaction and the Offeror and the Company shall work cooperatively and use commercially reasonable efforts to prepare and execute all documentation necessary to proceed with such Replacement Transaction (which documentation shall contain customary terms and conditions consistent, to the extent possible, with the terms and conditions herein).
Replacement Transaction. If the long-term senior unsecured debt rating of CSi is downgraded below “BBB-” by S&P or any successor Rating Agency or such rating of CSi is downgraded below “A-1+” and CSi falls to Transfer Eligible Collateral equal to or in excess of the amount required under the Credit Support Annex, then CSi shall provide, within 10 Business Days of such downgrade, a Replacement Transaction, at no cost to the Trust. If any other Additional Termination Event shall have occurred with respect to CSi with respect to a rating downgraded or withdrawal by ▇▇▇▇▇’▇ or Fitch or any successor rating Agency, then CSi shall provide, within 10 Business Days of such downgrade or withdrawal, a Replacement Transaction or a Letter of Credit Transaction, at no cost to the Trust. In each case, the failure of CSi to provide such a Replacement Transaction or when applicable, a Letter of Credit Transaction, shall be deemed to be an Additional Termination Event and not an Event of Default. CSi shall be the Affected Party for purpose of this Additional Termination Event and all Transactions entered into hereunder shall be Affected Transactions. The occurrence of the Additional Termination Event described in this paragraph shall have no effect on CSi’s obligation to undertake the steps set forth in this paragraph and the Credit Support Annex made part hereof in the event the Trust does not exercise its rights to terminate this Agreement and the Transaction entered into hereunder. For purposes of this Agreement;
Replacement Transaction. The parties acknowledge that they may subsequently negotiate and agree to enter into a replacement transaction to take effect upon the expiry of the Transaction evidenced by this Confirmation, on terms and conditions which will depend on the prevailing Share price and other market conditions at the time. Nothing in this clause is intended to create any obligation on either party to enter into any transaction or agreement.
Replacement Transaction. From and after the Third Amendment Effective Date, the Borrower shall diligently pursue a Replacement Transaction, which must (x) unless the Total Debt to EBITDA Ratio for the twelve (12) month period ending on August 31, 2025 is less than or equal to 4.25 to 1.00, be consummated on or before the September 30, 2025 and (y) cause the Payment in Full of the Obligations upon the consummation of such Replacement Transaction.