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Required Transactions Sample Clauses

Required Transactions. Trading Partners are required to set up, test and trade the following sets of transactions, including but not limited to: 850, 855, 856, 810, 864 and 997 EDI documents. This is a mandatory requirement for Trading Partners.
Sample 1
Required Transactions. Arcadia shall have consummated the acquisition of two agencies located in Grand Rapids, Michigan and Lansing, Michigan. Also, Arcadia will have transferred to a liquidating trust for the benefit of the Shareholders its joint venture interest in C.R.K. and such liquidating trust shall have assumed all of Arcadia's liabilities in connection with Arcadia's joint venture interest in C.R.K.
Sample 1
Required Transactions. (a) If at any time the Board of Managers shall approve a proposed Sale Transaction, then the Company shall deliver a written notice (a “Required Transaction Notice”) with respect to such proposed Sale Transaction (a “Required Transaction”) to the Members stating that the Board of Managers have approved and propose to consummate such Required Transaction and the terms thereof and providing the identity of the Person(s) involved in such Required Transaction. The Members, upon receipt of the Required Transaction Notice, shall be obligated to (i) vote their Membership Interests in favor of the proposed Required Transaction (to the extent required), and waive any applicable dissenters’ rights with respect thereto (if any), (ii) sell or merge their Membership Interests, (iii) participate in the Required Transaction to the extent requested by the Board of Managers, and (iv) otherwise take all action reasonably necessary to consummate such Required Transaction. Any Required Transaction Notice may be rescinded by the Board of Managers by delivering written notice thereof to the Members. (b) In any Required Transaction consummated under this Section 12.7, the net proceeds of such transaction shall be allocated among and distributed to the Members as if such proceeds were Net Cash to be distributed to the Members in accordance with Section 8.1 hereof. Furthermore, in connection with any Required Transaction, each Member agrees to (i) make individual representations, warranties, covenants and other agreements as to the unencumbered title to its Membership Interests and the power, authority and legal right to Transfer such Membership Interests, as applicable, and (ii) be liable (whether by purchase price adjustment, indemnity payments or otherwise) in respect of representations, warranties, covenants and agreements in respect of the Company and its subsidiaries on a pro rata basis with the other Members. (c) For purposes of this Agreement, the term "Sale Transaction" means (i) the sale, transfer or other disposition of greater than fifty percent (50%) of the Class B Membership Interests in the Company; (ii) a merger, consolidation, reorganization or similar transaction or series of transactions involving the Company, which results in the then-current Class B Members holding in the aggregate less than fifty percent (50%) of the Class B Membership Interests in the Company; or (iii) the sale of all or substantially all of the assets of the Company to any Person in one tra...
Sample 1
Required Transactions. 32 10.17 Termination of Non-Retained Agreements......................32 10.18
Sample 1
Required Transactions. The transactions set forth in Section 6.13 shall have been completed.
Sample 1
Required Transactions. The "Required Transactions" are the following:
Sample 1

Related to Required Transactions

  • Excluded Transactions The Company shall not be obligated to effect any registration of Registrable Securities under this Section 2.1 incidental to the registration of any of its Securities in connection with: (i) the IPO; (ii) a registration statement filed to cover issuances under employee benefits plans or dividend reinvestment plans; or (iii) any registration statement relating solely to the acquisition or merger after the date hereof by the Company or any of its Subsidiaries of or with any other businesses.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • 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.

  • 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:

  • Alternative Transactions (a) Except as otherwise permitted by this Section 6.02, from the date of this Agreement until the Effective Time, the Company shall not, and shall not permit any of the Company Subsidiaries, or any director, officer or employee of the Company or any Company Subsidiary or any investment banker, attorney or other advisor or representative retained by it or any of the Company Subsidiaries to, directly or indirectly, (i) initiate, solicit, propose or knowingly encourage (including by providing information), or take any other action to knowingly facilitate, any Alternative Transaction Proposal, or any inquiries or the making of any proposal or offer that constitutes or could reasonably be expected to lead to an Alternative Transaction Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or furnish or provide access to any Person any information or data concerning the Company or any Company Subsidiary with respect to, any Alternative Transaction Proposal (except to disclose the existence of the provisions of this Section 6.02) or any proposal or offer that could reasonably be expected to lead to an Alternative Transaction Proposal, (iii) grant any waiver, amendment or release under any standstill or confidentiality agreement or Takeover Statutes, (iv) approve, endorse, recommend, or execute or enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement or other similar agreement relating to an Alternative Transaction Proposal, or that contradicts this Agreement or requires the Company to abandon this Agreement; or (v) resolve, propose, commit or agree to do any of the foregoing. The Company shall, and shall cause each of the Company Subsidiaries to, immediately cease any existing solicitations, discussions or negotiations with any Person (other than the parties hereto) that has made or indicated an intention to make an Alternative Transaction Proposal. The Company shall promptly inform the Company Representatives of the Company’s obligations under this Section 6.02. The Company shall immediately terminate electronic access to the Company’s electronic datasite located on wxx.xxxxxxxxxx.xxx for each Person other than Parent and its Representatives.

  • 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.

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • 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.

  • 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;

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

Most Referenced Clauses

Most Referenced Definitions