Transaction Overview Sample Clauses

Transaction Overview. Nationstar Servicer will purchase delinquent, defaulted, modified and to be modified Mortgage Loans from Agency Securities guaranteed by ▇▇▇▇▇▇ ▇▇▇ and/or originate New Origination Mortgage Loans. Nationstar Servicer will issue a Participation Interest to Seller representing a beneficial interest in such Mortgage Loans which Participation Interests (and the Underlying Mortgage Loans) shall be subject to Transactions hereunder. To the extent that an Underlying Mortgage Loan that is an Early Buyout Mortgage Loan becomes an REO Property, such REO Property (other than the bare legal title) shall be transferred to REO Subsidiary subject to the existing Transaction hereunder. This Agreement refers to REO Subsidiary Interests representing direct beneficial interests in Underlying REO Property. The parties understand that Underlying REO Property is owned by the REO Subsidiary and that the REO Subsidiary Interest represents the ownership interest in the Underlying REO Property. Accordingly, to the extent that this Agreement refers to beneficial interests in Underlying REO Property owned by REO Subsidiary or any other property owned by a separate legal entity, such references shall be construed as referring to such Underlying REO Property owned by REO Subsidiary or other such property owned by such separate legal entity.

Transaction Overview. After completion of the Transaction, the structure of the Company would be as follows: AvH AXA Free float >50% <26,58% <7,36% <36,05% LRE 100% LREM 100% LIL 10,67% Retail Estates 100% Extensa Group 100% 100% 50% Leasinvest Immo Austria OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn OGVenn More precisely, the following resolutions will be submitted to the extraordinary general meeting of the Company which will be held on 19 July 2021 (the "EGM"): - voluntary renunciation by the Company of its status as a public regulated real estate company in accordance with Article 62 BE-REIT Act (the "Renunciation") and corresponding amendment of the articles of association (including the change of the Company's object); - conversion of the Company into a public limited liability company with a (collegial) board of directors under the CCA (the "Conversion") and the corresponding amendment of the articles of association, subject to approval of the LREM contribution and the Extensa contribution11; - approval of the agreement concerning the contribution in kind of the shares in LREM and the decision to contribute in kind the shares in LREM by AvH into the capital of the Company (the "LREM Contribution"), subject to approval of the Extensa ContributionError! Bookmark not defined.; - contribution in kind of the shares in Extensa by AvH into the capital of the Company (the "Extensa contribution")12; - introduction of the loyalty voting right13; 10 This assumes that these shares will not be transferred prior to the EGM, as a result of which the conditions of Article 7:53 CCA would no longer be met. 11 This decision will only be submitted to the EGM if the Renunciation has been approved. 12 This decision will only be submitted to the EGM if the Renunciation, Conversion and the LREM contribution have been approved. 13 This decision will only be submitted to the EGM if the Renunciation and Conversion have been approved. - renewal of the authorisations regarding the authorised capital and the purchase of own sharesError! Bookmark not defined.. For more information on these transactions (including information on the new shares in the Company to be issued within the framework of the LREM contribution and the Extensa contribution (including the issue price) and the contribution value of the shares in LREM and Extensa), reference is made to the reports of the Manager dated 14 June 2021: - in application of Article 657 juncto 559 old Companies Code and Article 7:154 CCA, on the propos...

Transaction Overview.  On January 7, 2017 Aurobindo Pharma Limited (APL) , by & through Agile Pharma BV* made an announcement having entered into a Binding agreement to acquire Generis Farmaceutica SA and its subsidiaries (“Generis”).

Transaction Overview. The Agreement provides the Parties with a path to a full integration of the Agua Rica project and the Alumbrera mine technically and legally. The ownership of the Parties upon the consummation of the integration structure is set forth below: Yamana 56.25% Glencore 25.00% Goldcorp 18.75% In respect of the contribution of the Parties, Yamana will contribute its current 100% interest in the Agua Rica project and its 12.5% interest in Alumbrera, while Glencore and Goldcorp will contribute their respective 50% and 37.5% interests in Alumbrera. Full integration is expected to occur with the filing of the full feasibility study and EIA. The integration transaction structure will be determined based on the final construction financing plan, which may include completing a business transaction or other monetization event involving one or more third parties with respect to the Integration Project, and which may include a going public transaction. During this period the Parties will further advance the technical work to facilitate the permitting and dialogue with communities and stakeholders, perform confirmatory due diligence, finalize binding agreements with government stakeholders and finalize the legal integration structure. Qualified Persons Scientific and technical information contained in this press release has been reviewed and approved by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (Senior Director, Geology and Mineral Resources). ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is an employee of Yamana Gold Inc. and a "Qualified Person" (“QP”) as defined by Canadian Securities Administrators' National Instrument 43-101 - Standards of Disclosure for Mineral Projects. Mineral Reserve Statement, Agua Rica Project Proven Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Probable Mineral Reserves Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Tonnes (000's) Proven Grade (g/t) & Probable Contained oz. (000's) Gold 384,871 0.25 3,080 524,055 0.21 3,479 908,926 0.22 6,559 Silver 384,871 3.7 46,176 524,055 3.3 56,070 908,926 3.5 102,246 Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Tonnes (000's) Grade (%) Contained lbs (mm) Copper 384,871 0.56 4,779 524,055 0.43 5,011 908,926 0.49 9,790 Moly 384,871 0.033 279 524,055 0.030 350 908,926 0.031 629 Mineral Resource Statement, Agua Rica Project Measured Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Indicated Mineral Resources Tonnes Grade Contained (000's) (g/t) oz. (000's) Total Measured & ...

Transaction Overview. Overview of Restructuring: The Restructuring will be implemented through the Chapter 11 Cases commenced by the Company to pursue confirmation of a prenegotiated chapter 11 plan consistent with the terms herein. As a component of the Restructuring and consistent with the Rights Offering Documents, each eligible 1.5L Noteholder will be offered the right to purchase up to its Pro Rata share of New Common Shares for an aggregate value of up to $475 million (as described below, the “Rights Offering”). The Company may also, with the consent of the Initial Supporting Noteholders, consummate a private placement of New Common Shares, subject to dilution by the ▇▇▇▇▇ Shares and EIP Shares, for an aggregate purchase price of up to $75 million (the “Private Placement”), in Cash, on terms acceptable to the Company and the Initial Supporting Noteholders. The proceeds of the Rights Offering and the Private Placement will be used by the Company to (i) pay down the DIP Facility and the RBL Facility, (ii) pay all reasonable and documented Restructuring Expenses, and (iii) fund Plan distributions, case administration expenses, and exit costs. The terms of the Rights Offering shall be in accordance with the Backstop Agreement to be executed concurrently with the PSA and otherwise acceptable to the Initial Supporting Noteholders. On the Effective Date, Apollo and Access may contribute their equity interests in ▇▇▇▇▇ to the Reorganized Debtors in exchange for the ▇▇▇▇▇ Shares, subject to the agreement of the Company, Access and the Initial Supporting Noteholders. As of the Effective Date, the DIP Claims, RBL Claims, 1.5L Notes Claims, Unsecured Notes Claims, General Unsecured Claims, Existing Equity Interests, and Other Equity Interests will be cancelled, released, and extinguished and will be of no further force or effect.

Transaction Overview. The transaction is subject to approval by stockholders of DWAC and TMTG and other customary closing conditions, including any applicable regulatory approvals. Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission ("SEC") and available at w▇▇.▇▇▇.▇▇▇. In addition, the Company intends to file a registration statement on Form S-4 with the SEC (the “Registration Statement”), which will include a proxy statement/prospectus of DWAC, and will file other documents regarding the proposed business combination with the SEC.

Transaction Overview. Upon and subject to the terms and conditions of this Agreement, the parties agree to effect the following transactions: (a) If on the date of the McClatchy Closing, the conditions set forth in Sections 7.1(b), 7.2(a), 7.3 and 7.4 hereof shall have been fulfilled, then upon the terms and subject to the terms and conditions set forth herein: (i) MNG and Hearst shall consummate the Equity Investment substantially simultaneously with the consummation of the McClatchy Closing and in a manner that enables Hearst’s payment of the Equity Purchase Price to fund the obligations of the MNG Designee pursuant to clause (iii) below; (ii) substantially simultaneously with the McClatchy Closing, Hearst and the MNG Designee shall consummate the Assignment and Assumption; and (iii) the MNG Designee shall consummate the MNG/McClatchy Acquisition at the McClatchy Closing, in accordance with the terms and conditions of the Hearst Purchase Agreement. (b) If on the date of the McClatchy Closing, any of the conditions set forth in Sections 7.1(b), 7.2(a), 7.3 and 7.4 hereof shall not have been fulfilled, then upon the terms and subject to the terms and conditions set forth herein: (i) at the McClatchy Closing, (x) the Hearst Holding Companies shall consummate the Hearst/McClatchy Acquisition, in accordance with the terms and conditions of the Hearst Purchase Agreement, and (y) MNG (or its designees) shall consummate the closing under the MNG Purchase Agreement at the McClatchy Closing, in accordance with the terms and conditions of the MNG Purchase Agreement; (ii) subject to Article VIII hereof, within (5) Business Days after the satisfaction or waiver of the last of the conditions required to be satisfied or waived pursuant to Article VII (other than those requiring the delivery of a certificate or other documents or the taking of other action, concurrently with the Equity Closing), or such other date as may be agreed upon by MNG and Hearst, (x) substantially simultaneously with the closing of the MNG/Hearst Acquisition, MNG and Hearst shall consummate the Equity Investment in a manner that enables Hearst’s payment of the Equity Purchase Price to fund the obligations of the MNG Designee described in following clauses (y) and (z) below, (y) the MNG Designee and the Hearst Subsidiary shall consummate the Assignment and Assumption and (z) the MNG Designee and the Hearst Subsidiary shall consummate the MNG/Hearst Acquisition. (c) In the event that the Hearst Holding Companies consum...

Transaction Overview. Spectral shall acquire 100% of the issued and outstanding capital stock of MultiCortex including 100% of the issued and outstanding stock of any subsidiaries and 100% of the intellectual property and assets of the business as currently operated and as planned to be operated (the “Transaction”). The closing of the Transaction shall occur on a mutually agreed date following completion of due diligence and satisfaction of closing conditions (the “Closing Date”). MultiCortex shall be delivered to Spectral without debt and with all operating subsidiaries, subject to the following clause: In terms of any Brazilian military or governmental applications or defense or other governmental subsidiaries formed or existing: these subsidiaries will be owned to the maximum permissible extent by Spectral (usually 40%) and the remainder by the local partner and IP held and revenues/profits distributed to Spectral to the maximum legal extent. In the definitive agreement, the Parties will address the issue of dilution protections standard to NASDAQ listed companies that will also apply to MultiCortex.

Transaction Overview. ● Issuer: Nature’s Miracle Holding Inc. (NMHI) ● Investment Amount: [ ] ● Notes Type: Unsecured Convertible Notes