Strategic Transactions. For the avoidance of any doubt, in the event that HBIO or the Harvard Apparatus Research Business is acquired by another non-affiliated entity (an “Acquiror”), such Acquiror shall only be subject to Section 3.2 with respect to New HBIO Technology developed with respect to its operation of the Harvard Apparatus Research Business, and shall expressly not be subject to Section 3.2 with respect to all Intellectual Property, Technology and related Know-How developed by the Acquiror in its other business operations outside of the Harvard Apparatus Research Business .
Strategic Transactions. For the avoidance of any doubt, in the event that HXXX or the HXXX Business is acquired by an Acquiror: (a) such acquisition shall not constitute a violation of Article IX, even if the Acquiror’s business is outside the scope of the HXXX Business; and (b) such Acquiror shall only be subject to Section 4.2 with respect to New HXXX Technology developed with respect to its operation of the HXXX Business, and shall expressly not be subject to Section 4.2 with respect to all Intellectual Property, Technology and related Know-How developed by the Acquiror in its other business operations outside of the HXXX Business.
Strategic Transactions. (a) Corp Group Parent and Itaú Parent intend to use the Chilean Bank and its Subsidiaries as their exclusive vehicle to pursue business opportunities in the Banking Business in Chile, Colombia, Peru and Central America. As a result, if either Corp Group Parent or Itaú Parent, or any of its respective Affiliates, intends to pursue or develop any new business opportunities in the Banking Business in Chile, Colombia, Peru and/or Central America (each, a “New Business Opportunity”), individually or with third parties, Corp Group Parent and Itaú Parent (as the case may be) shall or, if applicable, shall cause its Affiliate, to notify the other party and shall provide the Chilean Bank with the exclusive right to pursue such New Business Opportunity (through the Chilean Bank and its Subsidiaries) prior to presenting it to or pursuing it individually or with third parties. If Corp Group Parent or Itaú Parent does not agree to the Chilean Bank pursuing or continuing to pursue or consummating any particular New Business Opportunity within thirty (30) days following receipt of such notice, the other party shall have the right to pursue and implement such New Business Opportunity unilaterally and not through the Chilean Bank.
(b) Corp Group Parent and Itaú Parent shall use their best efforts to avoid dilution of their respective equity ownership in the Chilean Bank in connection with the implementation of any New Business Opportunity. If Corp Group Parent agrees to the Chilean Bank pursuing a New Business Opportunity that would require a capital increase and/or a change in the dividend policy of the Chilean Bank, Itaú Parent shall provide Corp Group Parent with long-term financing in an amount reasonably deemed necessary by Corp Group Parent to finance its subscription of its pro rata share of all Bank Shares issued by the Chilean Bank in such capital increase; provided that such financing will bear interest at a market rate and contain other terms, including guarantees, that are commercially reasonable for comparable credits at such time. If Corp Group Parent agrees to allow the Chilean Bank to pursue and implement such New Business Opportunity but decides not to participate in the capital increase in connection therewith, Itaú Parent will grant Corp Group Parent an unconditional additional call option with respect to the number of Bank Shares or Company Shares (at the election of Corp Group Parent in its sole discretion) that if purchased by Corp Group Parent at suc...
Strategic Transactions. Except as provided in Section 6.6(c), WSB and the WSB Subsidiaries: (i) shall not, and shall instruct and cause each of their Representatives not to, solicit or encourage, directly or indirectly, inquires or proposals with respect to any WSB Strategic Transaction Proposal (as hereinafter defined); and (ii) except as expressly permitted by Section 6.6(b), shall not, and shall instruct and cause each of their Representatives not to, furnish any non-public information relating to or participate in any negotiations, discussions or other activities concerning, any WSB Strategic Transaction Proposal with any party other than MVB. WSB and the WSB Subsidiaries shall notify MVB promptly after any WSB Strategic Transaction Proposal is received by, or any negotiations or discussions regarding a WSB Strategic Transaction Proposal are sought to be initiated with, directly or indirectly, WSB or the WSB Subsidiaries or any of their Representatives, and shall disclose to MVB the identity of the third party making or seeking to make such WSB Strategic Transaction Proposal, the terms and conditions thereof and such other information as MVB reasonably may request; provided, however, that if WSB or any of the WSB Subsidiaries receives a WSB Strategic Transaction Proposal and the foregoing disclosure of such WSB Strategic Transaction Proposal to MVB would violate a confidentiality agreement by which WSB or the WSB Subsidiaries are bound, WSB: (i) shall make the foregoing disclosure only to the maximum extent permissible under such confidentiality agreement: (ii) shall return such WSB Strategic Transaction Proposal to the initiating party without substantive response: and (iii) to the extent such disclosure has not been made under clause (i) of this sentence, shall notify MVB that a WSB Strategic Transaction Proposal has been received and that the same has been returned to the initiating party without substantive response. For purposes of this Section 6.6, a "WSB Strategic Transaction Proposal" means any proposal regarding an acquisition or purchase of all or a significant (i.e., more than 5%) portion of the assets of or a significant equity interest in, WSB or any of the WSB Subsidiaries, or any merger or other business combination involving WSB or any of the WSB Subsidiaries, or any recapitalization involving WSB or any of the WSB Subsidiaries resulting in an extraordinary dividend or distribution to WSB's shareholders or a self-tender for or redemption of more than 10% of th...
Strategic Transactions. Centennial is not presently considering any business combination or acquisition of another financial entity.
Strategic Transactions. Consultant will assist the Company in evaluating the advisability of entering into acquisitions, strategic alliances and joint ventures with entities that can further the Company's business objectives on a global scale.
Strategic Transactions. Subject to the terms and conditions of this Section 2 and applicable law, if the Company proposes to engage in a Strategic Transaction, the Company shall first offer such Strategic Transaction to the Purchaser in accordance with the terms hereof.
Strategic Transactions. Upon receipt by the Borrower of net proceeds from any strategic transaction with, or investment by a third party in, the Borrower, or from any loan, sale of equity, or otherwise from any sale or license of material assets of the Company outside of the ordinary course of business (each, a “Strategic Transaction”), the Borrower shall apply (i) 100% of such proceeds up to $5,000,000 and (ii) (A) the Applicable Percentage times (B) the amount of such proceeds in excess of $5,000,000, to repay the Loan. “Applicable Percentage” shall mean 20% upon receipt by the Borrower of $5,000,000 of net proceeds beyond the New Loan Amount, which percentage shall increase on a straight line basis up to 100% upon receipt of cumulative net proceeds by the Borrower of at least $15,000,000. For example, if the Borrower receives aggregate net proceeds (after repayment of the New Loan Amount) of: (a) $7,500,000, the Applicable Percentage would be 40%, (b) $10,000,000, the Applicable Percentage would be 60%, and (c) $12,500,000, the Applicable Percentage would be 80%.
Strategic Transactions. Borrower shall (a) have consummated one or more Strategic Transactions pursuant to clause (b) of the definition thereof resulting in Net Proceeds of at least $100,000,000 with at least $80,000,000 of such Net Proceeds being applied in accordance with Section 2.4(b) on or prior to the Milestone Date, (b) notify Agent of any consummated Strategic Transaction at least 2 days prior to the closing of such Strategic Transaction, (c) cause the Net Proceeds of any Strategic Transaction to be paid directly to a Controlled Account of Borrower subject to daily sweeps for application in accordance with Section 2.4(b)(i), and (d) cause its investment banking advisors to provide Agent with weekly telephonic or email updates regarding the status of any potential or actual Strategic Transaction.”
(e) Effective upon the consummation of one or more Strategic Transactions pursuant to clause (b) of the definition thereof and receipt by Agent of Net Proceeds of at least $80,000,000 resulting therefrom, to be applied in accordance with Section 2.4(b) of the Credit Agreement, Section 5.21 of the Credit Agreement shall be deleted in its entirety.
(f) Section 7 of the Credit Agreement is hereby amended by adding the following Section 7.2 at the end thereof:
Strategic Transactions. EVP shall provide services to the Company in connection with its pursuit and execution of Strategic Transactions, which services shall include but not be limited to the following: · Assisting in identifying and initiating contact with potential strategic partners; · Arranging meetings with potential strategic partners; · Assisting the Company in the development, preparation, and distribution of selected information, documents, and other materials to create interest in and to consummate any potential Strategic Transaction; · Assisting in the analysis of potential strategic partners with respect to possible mutual benefits such parties may have with the Company; · Advising the Company as to the structure of any proposed Strategic Transaction ; · Assisting the Company in determining appropriate values to be realized in any proposed Strategic Transaction; · Advising and assisting the Company in all negotiations regarding any proposed Strategic Transaction; · Assisting with negotiating, documenting, and closing of any Strategic Transaction ; · Assisting in any related presentations to the Company’s Board of Directors; and · Performing such other strategic advisory services related to any proposed Strategic Transaction as EVP and the Company agree to be appropriate.
