Alternative Transaction Agreement definition

Alternative Transaction Agreement has the meaning ascribed thereto in Section 5.1(1)(d).
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Alternative Transaction Agreement has the meaning set forth in Section 8.3(c)(i).
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Alternative Transaction Agreement means any Contract, letter of intent (whether binding or not), term sheet (whether binding or not) or support agreement relating to (or any written agreement in principle providing for the consummation of) any Alternative Transaction Proposal.
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Examples of Alternative Transaction Agreement in a sentence

  • Paragraph 3 shall apply to a New Participant (as defined in Part 1 of this rider) before the completion of five Participation Years.

  • Each of SK and HBK will, solely in their capacity as officers and directors of the Company, cooperate with and support and not take any action intended to, or which would be reasonably likely to, frustrate, delay or impede, the Company’s, the Acquiring Party’s and their respective Representatives’ efforts to consummate the transactions contemplated by the Alternative Transaction Agreement.

  • Notwithstanding anything to the contrary contained in this Agreement, neither SK nor HBK shall be under any obligations under Section 1.2 of this Agreement unless the Alternative Transaction Agreement provides that all Company Restricted Shares, Company Options, Company SARs and Company RSUs granted to or held by SK, HBK or any other entities on their behalf will be treated in the same manner as provided in Sections 2.2(f) and 2.4 of the Merger Agreement.

  • KFS shall, within ten (10) Business Days following the earlier of (a) a KFS Termination or (b) the entering into of the Target Alternative Transaction Agreement, make a cash payment to JJR VI in the amount of $500,000, which payment shall constitute full and final compensation and remedy to JJR VI for any breach or the non‑performance of this Agreement and any and all fees and expenses associated therewith.

  • In no event shall the Parent Board of Directors (i) make a Change in Recommendation or (ii) enter into an Alternative Transaction Agreement, without first delivering written notice to the Company at least five Business Days in advance thereof (in each case, a “Section 5.9 Notice”).

  • Except as CapGen may elect under this Subsection 9.18(b), any Alternative Transaction Compensation or Alternative Transaction Payment shall be payable immediately upon the entry into the Alternative Transaction Agreement.

  • Upon termination of this Agreement by KFS by written notice to JJR VI (the “KFS Termination”) or upon KFS, Target or an affiliate of either entering into an agreement, including a letter of intent (the “Target Alternative Transaction Agreement”), directly or indirectly, at any time following the date of this Agreement and prior to January 31, 2011, with respect to the Target Alternative Transaction, KFS shall forthwith provide JJR VI with a copy of the Target Alternative Transaction Agreement.


More Definitions of Alternative Transaction Agreement

Alternative Transaction Agreement has the meaning set forth in Section 6.02(d).
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Alternative Transaction Agreement means a letter of intent, written agreement in principle, definitive agreement or other similar agreement with respect to any Alternative Transaction Proposal, other than an Acceptable Confidentiality Agreement.
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Alternative Transaction Agreement means any agreement, letter of intent, term sheet, arrangement or understanding, whether or not binding that provides for or contemplates an Alternative Transaction, provided, that, following the termination of this Agreement, this term shall only refer to any executed agreement that is or purports to be binding upon the Company and/or the Bank.
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Alternative Transaction Agreement means the letter agreement relating to matters outside the scope of the Arrangement, among Pengrowth, the Purchaser, and WEF, pursuant to which the parties may, subject to the terms and conditions therein and the terms of a definitive agreement between the parties, pursue an alternative transaction structure in the event that the Arrangement Agreement is terminated in certain circumstances, as more fully described under "The Arrangement – Alternative Transaction";
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Alternative Transaction Agreement has the meaning set forth in Section 4.04(a).
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Related to Alternative Transaction Agreement

  • Alternative Transaction means the sale, transfer, lease or other disposition, directly or indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all or substantially all of the Purchased Assets in a transaction or a series of transactions with one or more Persons other than Purchaser (or its Affiliates).

  • Alternative Acquisition Agreement has the meaning set forth in Section 5.3(d).

  • Alternative Transaction Proposal means any proposal, offer, inquiry or contact with respect to an Alternative Transaction.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Support Agreement has the meaning set forth in the Recitals.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Closing Date Acquisition Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit Q hereto, executed and delivered by and among the Depositor, DLJMC and the Trustee and acknowledged by the Servicers, as provided in Section 2.01 hereof.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Arrangement Agreement has the meaning ascribed thereto in the recitals hereof;

  • Derivative Transactions means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or non-financial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including any collateralized debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Combination Agreement has the meaning in the recitals hereto.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Specified Acquisition Agreement Representations means such of the representations and warranties in the Acquisition Agreement made by the Acquired Company with respect to the Acquired Company and its subsidiaries as are material to the interests of the Lenders, but only to the extent that the Borrower (and/or its applicable Affiliate) has the right to terminate its and/or such Affiliate’s obligations under the Acquisition Agreement as a result of a breach of such representations in the Acquisition Agreement.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Limited Condition Acquisition Agreement means, with respect to any Limited Condition Acquisition, the definitive acquisition documentation in respect thereof.

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.