VALLEY TRANSACTION Sample Clauses

VALLEY TRANSACTION. Simultaneous with the contribution of the Facilities Assets and the payment of the Desert Springs Payment to Summxxxxx xxxsuant to this Agreement, (i) Valley Hospital Medical Center, Inc., a Nevada corporation ("Valley"), shall contribute, convey, assign, transfer and deliver to Valley Health System LLC, a limited liability company ("Newco UHS-1") created by Valley pursuant to the LLC Act, and Desert Springs shall contribute, convey, assign, transfer and deliver to Newco Q LLC, a limited liability company ("Newco Q-1") created by Desert Springs pursuant to the LLC Act, those assets and properties of Valley, in the case of Newco UHS-1, and those assets and properties of Desert Springs, in the case of Newcx X-0, xxich are in the nature of the Facilities Assets (but excluding those assets and properties which are in the nature of Excluded Assets), (ii) Newco UHS-1 shall assume and agree to pay, perform and discharge the liabilities and obligations of Valley which are in the nature of Assumed Liabilities, and (iii) Newco Q-1 shall assume and agree to pay, perform and discharge the liabilities and obligations of Desert Springs which are in the nature of Assumed Liabilities. Immediately following the 44 consummation of such transactions in accordance with the preceding sentence, Newco Q-1 shall be merged with and into Newco UHS-1 pursuant to an agreement of merger on such terms and conditions as are mutually acceptable to Valley, Summxxxxx xxx Desert Springs (the "Merger"). Following the Merger, the separate legal existence of Newco Q-1 shall cease and Newco UHS-1 shall continue as the entity surviving the Merger (the "Valley Company"), with Valley thereafter owning a 72.5% membership interest in the Valley Company and Desert Springs thereafter owning a 27.5% membership interest in the Valley Company.
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Related to VALLEY TRANSACTION

  • Acquisition Transaction 7.2 (a) 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.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Merger Transaction Section 2.1

  • Intercompany Transactions 89 Section 9.13

  • Issuance in connection with a Business Combination If, in connection with a Business Combination, the Company (a) issues additional Ordinary Shares or equity-linked securities at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial shareholders or their affiliates, without taking into account any shares of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued prior to the Public Offering and held by the initial shareholders or their affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined below) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) Newly Issued Price, and the Redemption Trigger Price (as defined below) will be adjusted (to the nearest cent) to be equal to 180% of the greater of (i) the Market Value or (ii) the Newly Issued Price. Solely for purposes of this Section 4.6, the “Market Value” shall mean the volume weighted average trading price of the Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

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