Required Deliveries and Ancillary Agreements Sample Clauses

Required Deliveries and Ancillary Agreements. (a) Initial Deposit of Aggregate Cash Consideration, Aggregate Stock Consideration and Aggregate Option Share Price by Gene Logic in Exchange Fund with Transfer Agent. No later than the Closing Date, Gene Logic shall deposit with or deliver to, as the case may be, Mellon Investor Services LLC, the transfer agent and exchange agent (the “Transfer Agent”), for the benefit of the Stockholders and the Option Holders (each, a “Securityholder” and, collectively, the “Securityholders”), (i) cash representing the Aggregate Cash Consideration and the Aggregate Option Share Price, in each case less the Escrow Cash and the portion of the Indemnification Expense Cash equal to 0.05% of the sum of the Aggregate Cash Consideration and the Aggregate Option Share Price, and irrevocable instructions regarding the distribution thereof, which instructions shall be subject to amendment by Gene Logic after receipt by Gene Logic of any additional distribution instructions from the Company and subject to the provisions of Section 1.6(d) and (ii) irrevocable instructions regarding the issuance of the Aggregate Stock Consideration less the Escrow Shares and the portion of Indemnification Expense Cash equal to 0.05% of the Aggregate Stock Consideration, which instructions shall be subject to amendment by Gene Logic after receipt by Gene Logic of any additional distribution instructions from the Company and subject to the provisions of Section 1.6(d), all in accordance with the terms hereof (collectively, the “Exchange Fund”).
Sample 1
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Related to Required Deliveries and Ancillary Agreements

  • Other Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by any of the other Ancillary Agreements.

  • Ancillary Documents The Purchaser shall have delivered, or caused to be delivered, to the Sellers the following:

  • Compliance with Transaction Documents The Company shall comply with, observe and timely perform each and every one of the covenants, agreements and obligations under the Transaction Documents.

  • Agreement to Deliver Documents For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

  • Ancillary Agreements This Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements.

  • Transaction Agreements Except as expressly set forth herein, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the other Transaction Agreements.

  • Transactional Agreements Transactional Agreements" shall mean: (a) the Agreement; (b) the Assignment and Assumption Agreement; (c) the Voting Agreements; (d) the Credit Agreement; (e) the Patent License Agreement; (f) the Patent Standstill Agreement; and (g) the Stay Orders.

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Amendments and Supplements to Permitted Section 5(d) Communications If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

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