Strategic Transaction. A Strategic Transaction shall be deemed to occur if at any time during the term of this Agreement any of the following events occur:
(i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization, less than 50% of the combined voting power of the then- outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company immediately prior to such transaction;
(ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer, less than 50% of the combined voting power of the then-outstanding voting securities of such corporation or person are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale;
(iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), disclosing that any person as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of members of the Board of Directors of the Company ("Voting Stock");
Strategic Transaction. The term “
Strategic Transaction. The Company or any Subsidiary may engage in any Strategic Transaction permitted by this Debenture provided that any such Strategic Transaction, individually or together with other Strategic Transactions entered into by the Company or any Subsidiary, does not have a material adverse effect on the Holder’s or the Agent’s security interest in the Collateral (as defined in the Security Agreement) or the Company’s ability to perform its obligations under this Debenture, including, without limitation, the repayment of the principal amount hereof when and as due hereunder.
Strategic Transaction. 10.8.1 Payments under Net Proceeds For each Strategic Transaction consummated, GBT or the Change of Control Group (as applicable) shall, on an incremental basis, pay to Roche the following amounts of any Net Proceeds as and when such Net Proceeds are received:
(a) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions up to the [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions;
(b) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US Dollars (US$[***]) and up to [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions;
(c) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions (sub-sections (a), (b) and (c) together, “Strategic Transaction Revenues”). The following examples shall illustrate the principle: • For example, if GBT enters into a Strategic Transaction and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on such Strategic Transaction shall equal US$[***] calculated as follows: [***] = US$[***] Strategic Transaction Revenues • For example, if GBT (a) enters into a first Strategic Transaction (Partner Agreement) and receives US$[***] as Net Proceeds and (b) subsequently enters into a second Strategic Transaction (Change of Control) and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on both Strategic Transactions together shall equal US$[***] calculated as follows: [***] = US$[***] Strategic Transaction Revenue A Strategic Transaction shall not be structured to avoid payments to Roche otherwise due to Roche under this Agreement. Consideration that Roche receives pursuant to this Section 10.8.1 is in addition to the upfront payment, development event payments, sales based event payments and royalty payments pursuant to Sections 10.1, 10.2, 10.3 and 10.4 above with no right of offset (but subject to any adjustment to royalties that are included in Net Proceeds as provided in the definition of Net Proceeds). For the avoidance of doubt, should GBT enter into multiple Strategic Transactions, then the Net Proceeds of all such Strategic Transactions shall be considered on an aggregate basis, as and when received, for the purpose of calculating Strategic Transaction Revenues pursuant to this Section 10.8.1.
Strategic Transaction. Each of the Parent and the Purchaser acknowledges that the Company is relying upon the representations and warranties of each of the Parent and the Purchaser set forth in this Section 3.2 in determining the applicability of such covenants to the transactions contemplated by the Transaction Documents. As of the Initial Closing Date, the Parent is a drug development company and the Purchaser is a wholly-owned subsidiary of the Parent and that the businesses of each of the Parent and the Purchaser is synergistic with the business of the Company. Neither the Parent nor the Purchaser is in the primary business of investing in securities. The obligations of each of the Parent and the Purchaser under this Agreement and the other Transaction Documents shall be beneficial to the business of the Company.
Strategic Transaction. For purposes of this Agreement, the term “Strategic Transaction” means (i) any merger, consolidation, reorganization, reverse take-over or other business combination pursuant to which the businesses of a third party are combined with that of the Company; (ii) the acquisition, directly or indirectly, by the Company of all or a substantial portion of the assets or common equity of a third party by way of negotiated purchase or otherwise; (iii) the acquisition, directly or indirectly, by a third party of all or a substantial portion of the assets or common equity of the Company by way of negotiated purchase or otherwise; or (iv) any joint venture. In connection with a proposed Strategic Transaction, Arcview’s Advisory Services will include the following, among other things:
(i) assistance in the evaluation of a third party from a financial point of view;
(ii) assistance and advice with respect to the form and structure of the Strategic Transaction and the financing thereof;
(iii) conducting discussions and negotiations regarding a Strategic Transaction; and
(iv) providing other related advice and assistance as the Company may reasonably request in connection with a Strategic Transaction. Arcview will only advise on transactions in which Arcview has introduced a third party to the Company or as requested in writing by the Company. Any fees for services, as described herein, shall be limited to only those transactions in which Arcview has introduced a party to the Company or a written request has been delivered to Arcview by the Company to help facilitate a Strategic Transaction.
Strategic Transaction. Promptly following the date hereof, the --------------------- Company shall seek to engage an investment bank to assist the Company in consummating a strategic transaction with a third party. Such investment bank shall be subject to the approval of the Xxxxxx Xxxx Entities, which approval shall not be unreasonably withheld. In consideration for the assistance of the Xxxxxx Xxxx Entities in consummating such a strategic transaction, at the time Ascent pays the investment bank its success fee in connection with the consummation of the strategic transaction, it shall pay to the Xxxxxx Xxxx Entities $3,000,000. ARTICLE VII MISCELLANEOUS Section 7.1.
Strategic Transaction. If Pilot (i) closes a strategic transaction with a third party resulting in Pilot having a market capitalization of $100 million or greater and (ii) completes a financing resulting in Pilot receiving net proceeds of at least $15,000,000, Pilot shall promptly pay off outstanding sums owing to Kings.
Strategic Transaction. A "Strategic Transaction" --------------------- shall mean (i) the sale by the Corporation of all, or substantially all, of the assets of the Corporation; (ii) the merger of the Corporation with or into another entity; or (iii) a tender offer accepted by at least the holders of a majority of the Corporation's then outstanding Common Stock.
Strategic Transaction. For purpose of this Agreement, “
