Settlement Transactions Sample Clauses

Settlement Transactions. The parties shall consummate the following transactions on the date of this Settlement Agreement: (a) The Employment Agreement between Dart and RSH, dated August 1, 1993 (the "Employment Agreement"), shall be amended to increase to One Hundred Forty Dollars ($140) per share the exercise price of the option to purchase the Option Shares provided for in the Employment Agreement. (b) RSH shall exercise the amended option to purchase the Option Shares under the amended Employment Agreement and, pursuant to such exercise, Dart shall issue the Option Shares to RSH in exchange for (i) the payment of One Hundred Ninety-Seven Thousand Forty-Eight Dollars ($197,048) from RSH to Dart and (ii) a promissory note executed and delivered by RSH to Dart in the principal amount of Twenty-Seven Million Three Hundred Eighty-Nine Thousand Six Hundred
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Settlement Transactions. The Parties, as indicated, shall complete, or cause third parties to complete, the transactions below in accordance with the following terms and conditions: a. On the Effective Date (as defined in Section 8 below), CMM shall cause Wells Fargo Bank Minnesota, N.A. ("Wells Fargo"), as disxxxxxng agent, to release from escxxx to FUNB the Series A Note having a face amount of $7,517,630.54 as of November 30, 2001 and the Series B Notes having an aggregate face amount of $4,809,273.10 (collectively, the "Notes"). The Notes will be sold pursuant to the provisions of Section 3 below. FUNB shall, by the close of business on the day (i.e. the trade date) that FUNB reaches an agreement with a third party to sell the Notes, provide (1) written notice to CMM stating the settlement date of the Notes (the "Settlement Date") and the agreed upon purchase price for the Notes and (2) appropriate evidence of the proceeds (the "Proceeds") expected to be realized from the sale of the Notes on the Settlement Date, and (3) a breakdown of the Proceeds including the principal amount (which aggregate amount for the Series B Notes may have increased because of the semi-annual payment of interest in-kind on the principal amount of such Note at the rate of 7% per annum), accrued interest, and commissions separately identified provided such information is provided to FUNB by such third party. b. On the Settlement Date, (1) FUNB shall release from escrow to CMM an amount totaling $16,072,662.91 as of November 30, 2001, plus all interest thereon through and including the Settlement Date; (2) CMM shall cause Wells Fargo, as disbursing agent, to release from escrow to (X) FUNB the escrow cash amount of $5,382,894.66 (the "Escrow Cash Amount") and (B) CMM an amount totaling $1,315,394.24 as of November 30, 2001, plus all cash interest and principal payments on the Notes through and including the Settlement Date, plus any remaining amounts held in escrow by Wells Fargo after giving effect to Section 2(b)(2)(A) aboxx; xnd
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Settlement Transactions. For purposes of this Agreement, the “Closing Date” shall be the date on which all of the following actions are or have been taken:
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Settlement Transactions. The parties hereto agree that they shall implement the settlement contemplated by this Agreement by entering into the documents and performing the transactions set forth below at the times, in accordance with the procedures and subject to the conditions set forth in this Agreement and the other Settlement Documents.
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Settlement Transactions. In consideration of the mutual covenants and releases reflected in this Agreement, the Parties agree as follows: (a) Concurrently with the execution of this Agreement, Verxx xxall transfer and deliver to PentaStar 80,000 of the Verxx Xxquisition Shares, along with stock powers duly executed in blank. The shares to be so transferred shall be shares which are not Contingent Shares. The Parties acknowledge and agree that, following such transfer, Mr. Xxxxx xxns a total of 344,100 shares of PentaStar Common Stock, of which 219,100 are Verxx Xxunder Shares and 125,000 are Verxx Xxquisition Shares. Of the 125,000 Verxx Xxquisition Shares, 68,265 shares are the Contingent Shares and shall remain subject to the Contingent Stock Agreement. (b) The Stock Restriction Letter Agreement is hereby terminated. However, Verxx xxrees with PentaStar as follows with respect to (1) the 275,835 shares (the "Subject Shares") which consists of the 344,100 shares of PentaStar Common Stock owned by Mr. Xxxxx, xess the 68,265 Contingent Shares, and (2) the Contingent Shares: (i) Except as otherwise provided in clauses (ii), (iii), (iv) or (v) below, until a PentaStar Liquidity Event (as defined below) Verxx xxall not, and shall not attempt, agree or contract to, transfer, sell, assign, exchange, transfer, pledge, hypothecate, encumber, grant any option with respect to, grant any security interest in, or otherwise dispose (each of the foregoing, including any attempt, agreement or contract with respect thereto, is referred to as a "Transfer") of any of the Subject Shares or any interest therein (which shall expressly include (A) any stock dividends issues by PentaStar and attributable to the Subject Shares and (B) any shares of capital stock of PentaStar issued or issuable as a result of stock splits or stock dividends). Moreover, PentaStar shall not recognize any attempted Transfer which does not comply with this Section 2(b). "PentaStar Liquidity Event" means the sale of all or substantially all of the assets or outstanding shares of PentaStar, whether by way of merger, acquisition or other method (except a merger or consolidation immediately after which the persons who were shareholders of PentaStar before the transaction own a majority of the outstanding equity securities of the surviving or resulting entity).
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Settlement Transactions. The Board wishes to announce that on 22 June 2022 (after trading hours), JBB Builders (an indirect wholly-owned subsidiary of the Company), Bukit Pelali and Astaka Padu had entered into the Master Supplemental Agreement, pursuant to which, JBB Builders had conditionally agreed to settle the Outstanding Contract Sum in the total amount of approximately RM59.0 million owed to JBB Builders and payable by Bukit Pelali under the Contractor Agreements by way of: (i) accepting twenty (20) Contra Properties from Astaka Padu by way of contra and set-off; and
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Settlement Transactions. The parties hereto agree that the agreements contemplated by this First Supplemental Agreement shall be implemented on the First Supplemental Closing Date (as defined in Section 1.3(b)) by the execution and delivery of the documents and the performance of the transactions set forth below, at the times, in accordance with the procedures and subject to the conditions set forth in this Section 1.1 and Sections 1.2 and 1.
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Settlement Transactions 
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Related to Settlement 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.

  • 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.

  • 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.

  • Hedge Transactions The Loan Parties will not, and will not permit any of their Subsidiaries to, enter into any Hedge Transaction, other than Hedge Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Loan Parties are exposed in the conduct of their business or the management of their liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedge Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedge Transaction under which any Loan Party is or may become obliged to make any payment (i) in connection with the purchase by any third party of any common stock or any Debt or (ii) as a result of changes in the market value of any common stock or any Debt) is not a Hedge Transaction entered into in the ordinary course of business to hedge or mitigate risks.

  • 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.

  • 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.

  • Intercompany Transactions 72 Section 9.13

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • 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.

  • 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:

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