Subsequent Transactions Sample Clauses

Subsequent Transactions. In the event any Party forms or acquires, by operation of law or otherwise, additional entities, such additional entities may be added as Parties to this Agreement by executing a joinder to this Agreement in form and substance acceptable to the Parties.

Subsequent Transactions. If at any time within one (1) year from any of the Closings, MYM considers retaining an investment banker, placement agent or other similar agent in connection with any related or unrelated investment banking or financing services for the Company, the Company will use its commercially reasonable efforts, considering its other relationships, to accord the Advisor an investment banking, placement and/or other similar agent role for such services.

Subsequent Transactions. In the event that at any time prior to the first (1st) anniversary of the Closing Date or Option Closing Date, if applicable, the Company, or any of its affiliates, shall enter into any transaction (including, without limitation, any merger, consolidation, acquisition, financing, joint venture or other arrangement) with any party directly introduced to the Company by the Representative during the Engagement Period, directly or indirectly, during such period, the Representative will be paid a transaction fee, payable at the closing therefore, equal to a percentage of the consideration or value received by the Company and/or its shareholders as follows: (i) 5% of the first $1,000,000; (ii) 4% of the next $1,000,000; (iii) 3% of the next $1,000,000; (iv) 2% of the next $1,000,000; (v) 1% of all amounts in excess of $4,000,000.

Subsequent Transactions. Except with regard to the Special Reorganization, in case of any capital reorganization or reclassification or other change of outstanding Units or other equity interests, if any, or in case of any consolidation or merger of the Company with or into another Person (other than a consolidation or merger in which the Company is the resulting or surviving Person and which does not result in any reclassification or change of Units or other outstanding equity interests, if any), or in case of any sale or other disposition to another Person of all or substantially all of the assets of the Company (any of the foregoing, a "TRANSACTION"), the Company, or such successor or purchasing Person, as the case may be, shall execute and deliver to each holder of Notes at least 10 Business Days prior to effecting any of the foregoing Transactions a certificate stating that the holder of each Note then outstanding shall have the right thereafter to convert such Note into the kind and amount (estimating such amount to the extent necessary) of equity securities or other securities (of the Company or another issuer) or property or cash receivable upon such Transaction by a holder of the number of Units into which such Note could have been converted immediately prior to such Transaction. Such certificate shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. If, in the case of any such Transaction, the equity securities, other securities, cash or property receivable thereupon by a holder of Units includes equity or other securities of a Person other than the successor or purchasing Person and other than the Company, which controls or is controlled by the successor or purchasing Person or which, in connection with such Transaction, issues equity securities, other securities, other property or cash to holders of Units, then such certificate also shall be executed by such Person, and such Person shall, in such certificate, specifically acknowledge the obligations of such successor or purchasing Person and acknowledge its obligations to issue such equity securities, other securities, other property or cash to the holders of Notes upon conversion of the Notes as provided above. The provisions of this Section 7.9 and any equivalent thereof in any such certificate similarly shall apply to successive Transactions. The provisions of this Section 7.9 and any equivalent thereof in any such certificate are an...

Subsequent Transactions. Except with respect to an Exempt Issuance, from the date hereof until 30 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents. “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers or directors of the Company pursuant to any stock or option plan duly adopted for such purpose, by a majority of the non-employee members of the Board of Directors or a majority of the members of a committee of non-employee directors established for such purpose, (b) securities upon the exercise or exchange of or conversion of any Securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities, and (c) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, provided that any such issuance shall only be to a Person (or to the equity holders of a Person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

Subsequent Transactions. If BHC, either directly or through a subsidiary, enters into a Significant Transaction (as such terms are defined below) prior to February 15, 2001, and such Significant Transaction has not been terminated or abandoned, then (i) BHC shall notify the Special Committee of the BHC Board of Directors of such Significant Transaction and (ii) the Special Committee of the BHC Board of Directors may take such actions as it deems necessary to consider the impact, if any, of the proposed Significant Transaction on its recommendation regarding the transactions contemplated by this Agreement, including without limitation requesting from its financial advisors an updated fairness opinion that takes into account the proposed Significant Transaction. If, as a result of such action of the Special Committee of the BHC Board of Directors, the Special Committee of the BHC Board of Directors withdraws its recommendation to the Board of Directors of BHC of the transactions contemplated by this Agreement (including the terms of the Series A Preferred), then BHC and the Buyers shall use their reasonable best efforts to modify the terms of the transactions contemplated by this Agreement to arrive at terms that can be favorably recommended by the Special Committee of the BHC Board of Directors. For purposes of this Section 7.11, BHC shall be deemed to have "entered into" a Significant Transaction if it (i) enters into an agreement relating to, (ii) publicly announces, or (iii) is actively involved in negotiations concerning, a Significant Transaction; provided, however, that an agreement dealing only with confidentiality and other preliminary matters shall not be considered an agreement for purposes of clause (i) of this sentence. For purposes of this Section 7.11, a "Significant Transaction" means a merger, consolidation, or other business combination or extraordinary transaction involving BHC and another Person (including without limitation the direct or indirect acquisition by BHC of a majority of the ownership interests or all or substantially all of the assets of another Person or the acquisition by another Person of a majority of the capital stock of BHC or all or substantially all of the assets of BHC).

Subsequent Transactions. Notwithstanding anything in any Transaction Document to the contrary, the Company may enter into, engage in and effect the agreements and transactions described on Schedule 4.34 (the “Subsequent Transactions”).

Subsequent Transactions. (a) As a result of the closing of the Mergers under the BRI Merger Agreement and the BRI OP Merger Agreement, immediately after the Closing Date the Partnership shall be the sole owner (directly and/or indirectly) of all of the ownership interests of BRI OP, and BRI OP shall be the sole owner (directly and/or indirectly) of all of the Properties. The Administering General Partner hereby acknowledges and agrees that, unless there has been a change in law that would make the structure below not effective in achieving its intended purpose, it shall cause the Partnership to undertake the following actions to occur promptly following the closing of the loan contemplated by the Xxxxxxx Mac Parameters (but in no event later than January 15, 2000) in a manner consistent with its obligations under Section 4.8 hereof, (collectively, the "Section 9.13 Structure"): (1) with respect to the 17 properties listed on Schedule 9.13 (a) (1) attached: (i) the Partnership shall form a limited liability company under the laws of the State of Delaware (the "Property LLC") with the Partnership as the sole member in the Property LLC; and the Partnership shall elect that the Property LLC be taxed as a partnership or a "disregarded entity" under any applicable federal and state taxation laws; (ii) each Property listed on Schedule 9.13(a)(1) attached hereto shall be transferred to the Property LLC either (A) through an asset transfer with the entity which directly owns such Property (each such entity, a "Property Owning Entity") as the transferor, (B) by transfer of all of the ownership interests in the Property Owning Entity for such Property, or (C) by other means that minimize expenses or taxes (including transfer taxes) without impairing the tax benefits afforded by the Section 9.13 Structure; (2) with respect to the 22 Properties listed on Schedule 9.13(a)(2): (i) the Partnership shall acquire 100% of the outstanding common shares of capital stock of one or more newly formed REITs, and 100 individuals or entities to be selected jointly by the Blackstone GP and WHGP shall acquire preferred shares of the stock of each REIT; (ii) the REITs described in clause (i) shall elect to be treated as real estate investment trusts (as defined in Parts II and III of Subchapter M of Chapter 1 of Subtitle A of the Code) and shall comply with any and all requirements, restrictions and limitations imposed on real estate investment trusts under the Code or any other applicable laws or governmental...

Subsequent Transactions. From the date hereof, the Company shall be prohibited from effecting or entering into or being in any agreement to effect any transaction involving a “Variable Rate Transaction” or an “MFN Transaction” (each as defined below). The term “Variable Rate Transaction” shall mean a transaction in which the Company issues or sells (i) any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive additional shares of Common Stock either (A) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities, or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock. The term “MFN Transaction” shall mean a transaction in which the Company issues or sells any securities in a capital raising transaction or series of related transactions which grants to an investor the right to receive additional shares based upon future transactions of the Company on terms more favorable than those granted to such investor in such offering. Any Purchaser shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

Subsequent Transactions. The Representative shall be entitled to transaction fees as set forth on Schedule 4 (x) from the sale of any equity, debt and/or equity derivative instruments (each, a “Tail Financing”) to any investor actually introduced by the Representative to the Company during the period from March 17, 2023, the date of the engagement letter by and between the Company and the Representative (the “Engagement Letter”), to the earliest of (i) twelve (12) months from the date of the Engagement Letter, (ii) the later of the Closing Date or the Option Closing Date, if any, of the Offering, or (iii) if the Engagement Letter is terminated, such date of termination (the “Engagement Period”); or (y) for any merger, acquisition or sale of equity securities or assets (in which the Company may be the acquiring or the acquired entity), joint-venture, strategic alliance or other similar transaction (any such transaction, an “M&A Transaction”) with any investor actually introduced by the Representative to the Company during the Engagement Period, provided that (i) such Tail Financing or M&A Transaction is consummated at any time during the Engagement Period or within the twelve (12) month period following the expiration or termination of the Engagement Period, (ii) such Tail Financing or M&A Transaction is by a party actually introduced to the Company by the Representative in an offering in which the Company has direct knowledge of such party’s participation, and (iii) within ten (10) Business Days following termination of the Engagement Period, the Representative shall provide a list of investors actually introduced to the Company during the Engagement Period.