Xxxxxxx Transaction Sample Clauses

Xxxxxxx Transaction. The Xxxxxxx Transaction has been duly authorized by the Company and the Xxxxxxx Transaction Agreements have each been duly authorized, executed and delivered by, and each is a valid and binding agreement of, the Company and its Subsidiaries party thereto, enforceable against the Company and each such subsidiary in accordance with their respective terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity). The descriptions of the Xxxxxxx Transaction and the Xxxxxxx Transaction Agreements contained in the Pricing Disclosure Package and the Prospectus constitute an accurate description of the material terms thereof. Neither the Company nor any of the Subsidiaries (A) is in breach of its representations, warranties, or covenants contained in any of the Xxxxxxx Transaction Agreements or (B) has received written or oral notice that any other party is in breach of its representations, warranties, or covenants contained in any of the Xxxxxxx Transaction Agreements; except in all cases for any such breach that would not reasonably be expected to have a Material Adverse Effect.
Sample 1
AutoNDA by SimpleDocs
Xxxxxxx Transaction. All of the conditions set forth in the Xxxxxxx Purchase Agreement shall have been satisfied or waived and that the transaction shall close simultaneously with the transaction contemplated by this Agreement.
Sample 1
Xxxxxxx Transaction. All of the conditions set forth in that certain Membership Interest Purchase Agreement between the Principal Member and Purchaser (and/or its Affiliate) related to the purchase of Xxxxxxx Services, LLC, as of the date hereof (“Xxxxxxx Purchase Agreement”), shall have been satisfied or waived and that the transaction shall close simultaneously with the transaction contemplated by this Agreement.
Sample 1
Xxxxxxx Transaction. XxXxxxx and the Company agree that, at the request of the Investor, the outstanding amounts owed by the Company to XxXxxxx as well as outstanding amounts owed by XxXxxxx to the Company will be restructured as follows (or in a manner reasonably acceptable to the Investor, XxXxxxx and the Company):
Sample 1
Xxxxxxx Transaction. The Xxxxxxx Transaction shall have closed or will close simultaneously with this Agreement. The Agent shall have received copies of all documents and agreements evidencing the Xxxxxxx Transaction and such documents and agreements shall be reasonably satisfactory to the Agent. There shall not exist any order, decree, judgment, ruling or injunction which restrains the consummation of the Xxxxxxx Transaction or the transactions contemplated by the Loan Documents.
Sample 1

Related to Xxxxxxx Transaction

  • FX TRANSACTIONS 1. Whenever the Fund shall enter into an FX Transaction, the Fund shall promptly deliver to the Custodian a Certificate or Oral Instructions specifying with respect to such FX Transaction: (a) the Series to which such FX Transaction is specifically allocated; (b) the type and amount of Currency to be purchased by the Fund; (c) the type and amount of Currency to be sold by the Fund; (d) the date on which the Currency to be purchased is to be delivered; (e) the date on which the Currency to be sold is to be delivered; and (f) the name of the person from whom or through whom such currencies are to be purchased and sold. Unless otherwise instructed by a Certificate or Oral Instructions, the Custodian shall deliver, or shall instruct a Foreign Sub-Custodian to deliver, the Currency to be sold on the date on which such delivery is to be made, as set forth in the Certificate, and shall receive, or instruct a Foreign Sub-Custodian to receive, the Currency to be purchased on the date as set forth in the Certificate.

  • Equity Trading and Transaction Settlement The equity trading desks execute buy and sell order based on instructions provided by affiliated advisers. The trading staff either places orders electronically or contacts brokers to place orders, find liquidity and seek price levels. Upon completion of a transaction, the transaction settlement group works with the broker and the account custodian to ensure timely and accurate exchange of securities and monies.

  • Arm’s Length Transaction The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Bank with respect to the offering of Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Bank or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Bank with respect thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Bank.

  • Transaction So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Merger Transaction Section 2.1

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Arm’s Length Transactions During the term of this Agreement, all transactions and dealings between the Trust Depositor and its Affiliates will be conducted on an arm’s-length basis.

  • Non-Arm’s Length Transactions Except in respect of transactions between or among the Borrower and/or one or more of its Wholly-Owned Subsidiaries, the Borrower shall not, nor shall it permit any Subsidiary to, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any Related Party except upon fair and reasonable terms, which terms are not less favourable to the Borrower or its Subsidiaries than it would obtain in an arm’s length transaction and, if applicable, for consideration which equals the fair market value of such property or other than at a fair market rental as regards leased property.

Time is Money Join Law Insider Premium to draft better contracts faster.