Transaction Event Clause Samples
A Transaction Event clause defines specific occurrences or conditions that trigger certain rights or obligations within a contract, often related to the execution or completion of a transaction. In practice, this clause may specify events such as the closing of a sale, the transfer of assets, or the achievement of regulatory approvals, which then activate payment obligations, transfer of ownership, or other contractual duties. Its core function is to clearly identify the key milestones that affect the parties' responsibilities, thereby reducing ambiguity and ensuring that all parties understand when and how their obligations are triggered.
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Transaction Event. Notwithstanding any other term of this Agreement, if, during the Term, Purchaser enters into an agreement (an “Acquisition Agreement”) pursuant to which it becomes an affiliate of an entity that develops, manufactures, markets or sells an Equivalent Product, and provided that the primary purpose of the Acquisition Agreement was for something other than acquiring rights to an Equivalent Product, Purchaser shall have the right to terminate this Agreement with ninety (90) days’ prior written notice of such termination to the Seller. If Purchaser exercises its rights under this Section 7.7, then beginning on the effective date of such termination (the “Termination Date”), through the shorter of (a) the date that would have been the natural expiration date of the Initial Term or the then current Renewal Term but for such termination or (b) the date upon which the Agreement could have been terminated in accordance with Section 7.1 hereof (i.e. one (1) year subsequent to the provision of notice following the fourth (4th) anniversary of the Effective Date), (in either case, such period, the “Remainder Period”), Purchaser shall:
7.7.1 where there exists two complete calendar quarters of sales of Product in accordance with this Agreement, make quarterly payments to Seller equal to [**]% of the average quarterly Gross Margin of the two calendar quarters immediately preceding the quarter in which Purchaser provided such notice of termination.
7.7.2 in the event the Termination Date occurs prior to the completion of two (2) quarters of sales of Product in accordance with this Agreement, amounts which are the product of the following formula: (a) the average quarterly net sales of Seller’s branded version of the Product for the two (2) most recent quarters prior to the effective date of such termination, times (b) the assumption on unit substitution rate of [**] percent ([**]%), times (c) the assumption of captured market share at [**] percent ([**]%), times (d) the pricing assumption of [**] percent ([**]%) of net selling price, less (e) cost of goods sold for the average quarterly net sales of Seller’s branded version of the Product for the two (2) most recent quarters prior to the effective date of such termination, the product thereof times (f) [**] percent ([**]%);
7.7.3 In both cases of 7.7.1 and 7.7.2 above, such amount shall be reduced by any amounts earned by or paid to Seller by a third party in connection with the sale of the Product during the Remainder Peri...
Transaction Event. In the event of a Transaction Event, the Executive's unvested shares shall vest immediately. A "Transaction Event" shall include:
Transaction Event. On or before August 31, 2018, provide Bank with evidence in a form and substance acceptable to Bank in all respects that the Transaction Event has occurred.”
Transaction Event. On or before August 31, 2018, provide PFG with evidence in a form and substance acceptable to PFG in all respects that the Transaction Event has occurred.”