Transaction, etc Sample Clauses

Transaction, etc. The following transactions shall be consummated:
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Transaction, etc. The following transactions (collectively with ---------------- all other transactions in connection therewith, the "Transaction") shall ----------- have been consummated: (i) The current common shareholders of DCI shall each have contributed to Holdings approximately 40% of the common equity of DCI held by each of them (the "40% Shares"); ---------- (ii) Holdings shall have contributed the 40% Shares to New Intermediate Holdco; (iii) New Intermediate Holdco and investment funds managed by Xxxx Capital each shall have contributed all of the common equity of DCI then held by each of them to a Wholly Owned Subsidiary of New Intermediate Holdco, a newly formed Delaware corporation, Details Merger Corp. I ("MergerCo I"), and in return shall have received an ---------- equal number of shares of the common equity of MergerCo I; (iv) MergerCo I shall have merged with and into DCI, the holders of all of the outstanding common equity of DCI (other than that held by Xxxx Capital and MergerCo I) shall have received an aggregate amount of approximately $67,000,000 in exchange for the cancellation of such common equity, the holders of the Class A Preferred Stock of DCI shall have received an aggregate amount of approximately $12,316,000 in exchange for the cancellation of such Class A Preferred Stock and the Class B Preferred Stock of DCI (the "DCI Preferred Stock") will remain outstanding; ------------------- (v) New Intermediate Holdco shall have received not less than $33,000,000 in net proceeds from the issuance of the New Intermediate Holdco Notes, which proceeds shall be lent to DCI, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent; and (vi) The transactions undertaken pursuant to clauses (i) through (v) above shall be undertaken pursuant to the Transaction Documents and in form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms reasonably satisfactory to the Lenders.
Sample 1See All (9)
Transaction, etc. The following transactions shall have been ---------------- consummated, in each case on terms and conditions reasonably satisfactory to the Lenders: (i) DI Acquisition shall be merged into the Company and, as a result of such merger (A) the Xxxx Investors shall own not less than 52% of the issued and outstanding capital stock of the Company, and (B) the Company shall have redeemed approximately 90% of its issued and outstanding capital stock (collectively with all other transactions in connection therewith including the financing thereof, the "Transaction"), all pursuant to the Transaction Documents and in ----------- form and substance consistent with the terms previously disclosed to the Administrative Agent in writing and on other terms reasonably satisfactory to the Administrative Agent; and (ii) The Company shall have (A) at least $86,500,000 of equity (valued at the Transaction Value), of which at least $48,500,000 shall be in the form of cash equity from DI Acquisition, (B) received $55,000,000 in gross cash proceeds from the issuance of the Company Zeros or the making of the loans under the Company Interim Credit Facility and (C) received $85,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes or the making of the loans under the Senior Subordinated Credit Facility.
Sample 1
Transaction, etc. The following transactions shall concurrently be consummated (the events described in clauses (i) through (v) below, the “Transaction”): (i) Holdings, directly or through its wholly-owned Subsidiaries, shall have acquired from the Vendors (as defined in the Acquisition Agreement), pursuant to the Acquisition Agreement, the Business, consisting of all of the issued and outstanding common stock or other equity interests of Dunlop Standard Aerospace Group (U.S.), Inc., Standard Aero Limited, Standard Aero (Asia) PTE Limited, Standard Aero (Australia) PTY Limited and Dunlop Standard Aerospace (Nederland) BV (the “Acquisition”); (ii) Holdings shall have received $212,000,000 from the proceeds of equity issued by Holdings to funds managed by the Sponsor, and such proceeds shall have been contributed to the Borrower; (iii) the Borrower shall have received at least $200,000,000 in gross cash proceeds from the issuance of the Senior Subordinated Notes; (iv) the Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Acquisition and the financing thereof shall not exceed $50,000,000; and (v) The Administrative Agent shall have received satisfactory evidence that (i) the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith and (ii) a notice of redemption shall have been delivered to all holders of the Existing Notes.
Sample 1
Transaction, etc. At the meeting of the Brookline Shareholders scheduled to be held on or about September 26, 1995, including any adjournments thereof (the "Brookline Shareholders Meeting"), the Brookline Shareholders shall be asked to, among other things: (a) approve, ratify and confirm the transaction contemplated by section 2.1; (b) elect Mr. Xxxxxxxx Xxxxxx, Mr. Xxxx Xxxxxxxx and Xx. Xxxxx X'Kell directors of the Purchaser; and (c) approve amendments to the Purchaser's Stock Option Plan (1995), as amended, to authorize the issuance of an additional 1,800,000 Brookline Common Shares pursuant to options granted under such Plan.
Sample 1
Transaction, etc. The following transactions shall have been or shall concurrently be consummated: (i) The Borrowers shall have paid a dividend in an amount not to exceed $100,000,000 to Holdings and other holders of their Capital Stock; (ii) The Borrowers shall have received $50,000,000 in cash proceeds from the incurrence of the Second Lien Debt; (iii) The Administrative Agent shall have received satisfactory evidence that the fees and expenses to be incurred in connection with the Transaction and the financing thereof shall not exceed $4,300,000; and (iv) The Administrative Agent shall have received evidence satisfactory to it that the Existing Credit Agreement shall have been terminated and all amounts thereunder shall have been paid in full and satisfactory arrangements shall have been made for the termination of all Liens granted in connection therewith.
Sample 1
Transaction, etc. MDA shall not, nor shall it permit any of the Information Systems Subsidiaries to, take or fail to take any action which would cause any of MDA’s representations or warranties hereunder to be untrue in any respect or would be reasonably expected to prevent or materially impede, interfere with or delay the completion of the Transaction or which would cause the conditions set forth in Section 7.2(b) or Section 7.2(c) not to be satisfied.
Sample 1
AutoNDA by SimpleDocs
Transaction, etc. (i) On or prior to the Closing Date, the Borrower shall have accepted for payment, shares that have been tendered to it pursuant to the Borrower's share repurchase of up to $4,000,000,000 of its outstanding shares of common stock, all substantially in accordance with the Transaction Documentation; and (ii) the Administrative Agent shall have received satisfactory evidence that the Borrower's existing $1,500,000,000 five-year revolving credit facility shall have been terminated and all amounts thereunder shall have been paid in full.
Sample 1

Related to Transaction, etc

  • Fund Transactions The Advisor is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Fund. With respect to brokerage selection, the Advisor shall seek to obtain the best overall execution for fund transactions, which is a combination of price, quality of execution and other factors. The Advisor may, in its discretion, purchase and sell portfolio securities from and to brokers and dealers who provide the Advisor with brokerage, research, analysis, advice and similar services, and the Advisor may pay to these brokers and dealers, in return for such services, a higher commission or spread than may be charged by other brokers and dealers, provided that the Advisor determines in good faith that such commission is reasonable in terms either of that particular transaction or of the overall responsibility of the Advisor to the Fund and its other clients and that the total commission paid by the Fund will be reasonable in relation to the benefits to the Fund and its other clients over the long-term. The Advisor will promptly communicate to the officers and the trustees of the Trust such information relating to portfolio transactions as they may reasonably request.

  • Merger Transaction 2.1 Merger of Acquisition Sub into the Company. Upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL, at the Effective Time (as defined in Section 2.3), Acquisition Sub shall be merged with and into the Company, the separate existence of Acquisition Sub shall cease and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”).

  • Transaction Processing All orders are subject to acceptance by us and by the Fund or its transfer agent, and become effective only upon confirmation by us. If required by law, each transaction shall be confirmed in writing on a fully disclosed basis and if confirmed by us, a copy of each confirmation shall be sent to you if you so request. All sales are made subject to receipt of shares by us from the Funds. We reserve the right in our discretion, without notice, to suspend the sale of shares of the Funds or withdraw the offering of shares of the Funds entirely. Orders will be effected at the price(s) next computed on the day they are received if, as set forth in the applicable Fund’s current Prospectus, the orders are received by us or an agent appointed by us or the Fund prior to the close of trading on the New York Stock Exchange, generally 4:00 p.m. eastern time (“Close of Trading”). Orders received after that time will be effected at the price(s) computed on the next business day. All orders must be accompanied by payment in U.S. Dollars. Orders payable by check must be drawn payable in U.S. Dollars on a U.S. bank, for the full amount of the investment. If you have entered into a FundSERV Agreement with us to effect transactions in Fund shares through FundSERV, you are hereby authorized to act on our behalf for the limited purpose of receiving purchase, exchange and redemption orders for Fund shares executed through FundSERV. You represent and warrant that all orders for the purchase, exchange or redemption of Fund shares transmitted to FundSERV for processing on or as of a given business day (Day 1) shall have been received by you prior to the Close of Trading on Day 1. Such orders shall receive the share price next calculated following the Close of Trading on Day 1 .You represent and warrant that orders received by you after the Close of Trading on Day 1 shall be treated by you and transmitted to FundSERV as if received on the next business day (Day 2). Such orders shall receive the share price next calculated following the Close of Trading on Day 2. You represent that you have systems in place reasonably designed to prevent orders received after the Close of Trading on Day 1 from being executed with orders received before the Close of Trading on Day 1.

  • 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.

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

  • Transactions at Closing At the Closing, subject to the terms and conditions hereof:

  • Portfolio Transaction and Brokerage In placing orders for portfolio securities with brokers and dealers, Portfolio Manager shall use its best efforts to execute securities transactions on behalf of the Account in such a manner that the total cost or proceeds in each transaction is the most favorable under the circumstances. Portfolio Manager may, however, in its discretion, direct orders to brokers that provide to Portfolio Manager research, analysis, advice and similar services, and Portfolio Manager may cause the Account to pay to those brokers a higher commission than may be charged by other brokers for similar transactions, provided that Portfolio Manager determines in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Portfolio Manager to the Account and any other accounts with respect to which Portfolio Manager exercises investment discretion, and provided further that the extent and continuation of any such practice is subject to review by the Trust’s Board of Trustees. Portfolio Manager shall not execute any portfolio transactions for the Trust with a broker or dealer which is an “affiliated person” of the Trust or Portfolio Manager, including any other investment advisory organization that may, from time to time act as a portfolio manager for the Portfolio or any of the Trust’s other Portfolios, except as permitted under the Investment Company Act and rules promulgated thereunder. The Trust shall provide a list of such affiliated brokers and dealers to Portfolio Manager and will promptly advise Portfolio Manager of any changes in such list.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Transactions to be Effected at the Closing (a) Seller shall be entitled to receive immediately 8,785,819 of the Purchase Price Shares (the “Initial Purchase Price Shares”); the remaining 1,500,000 of the Purchase Price Shares (the “Escrow Purchase Price Shares”), shall be deposited in escrow pursuant to Section 2.3(d) and shall be held and disposed of in accordance with the terms of the Escrow Agreement. (b) At the Closing, Buyer shall deliver to Seller (i) an original certificate or certificates representing the Initial Purchase Price Shares, (ii) all other documents, instruments or certificates required to be delivered by Buyer at or prior to the Closing pursuant to this Agreement, and (iii) the Estimated Closing Cash Amount, to be paid by wire transfer of immediately available funds to an account designated in writing by Seller. (c) At the Closing, Buyer, Seller and Xxxxxx Jan Xxxxx Lijdsman, civil law notary in Amsterdam, the Netherlands (the “Escrow Agent”) shall execute and deliver the Escrow Agreement in substantially the form attached hereto as Exhibit C (the “Escrow Agreement”). (d) At the Closing, Seller shall deliver to Buyer (or if Buyer so elects, to a Subsidiary of Buyer) (i) certificates for the Acquired Shares duly endorsed or accompanied by stock powers duly endorsed in blank (or if the Acquired Shares are not certificated, (ii) a duly executed instrument of assignment thereof in proper form under the laws of Luxembourg, (iii) a certified copy of the share register of the Acquired Company), with any required transfer stamps affixed thereto, (iv) all other documents and instruments necessary to vest in Buyer (or its Subsidiary) all of Seller’s right, title and interest in and to the Acquired Shares, free and clear of all Liens, and (v) all other documents, instruments or certificates required to be delivered by Seller at or prior to the Closing pursuant to this Agreement. (e) At the Closing, Buyer and Seller shall also close on the transactions specified in the Subscription Agreement.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!