Alternative Transaction Agreement definition

Alternative Transaction Agreement has the meaning ascribed thereto in Section 5.1(1)(d).
Sample 1Sample 2Sample 3
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.
Sample 1Sample 2Sample 3
Alternative Transaction Agreement has the meaning set forth in Section 8.3(c)(i).
Sample 1Sample 2Sample 3

Examples of Alternative Transaction Agreement in a sentence

  • Neither the Issuer nor any of its Subsidiaries shall have entered into any Alternative Transaction Agreement (or proposed or resolved to do so, which proposal or resolution has not been withdrawn or terminated).

  • In such event, the Corporation may determine, subject to further order of the Court, to proceed with an alternative transaction, including pursuant to the Alternative Transaction Agreement, which may include proceedings under the CCAA and the value available to stakeholders may be significantly less than contemplated to be paid under the Arrangement.

  • In the event of an alternative transaction upon the terms contemplated in the Alternative Transaction Agreement, Shareholders may receive the nominal value of $0.001 per Share, which is significantly less than what is contemplated to be paid under the Arrangement.

  • The Alternative Transaction Agreement also contemplates that a definitive agreement will be entered between Pengrowth, the Purchaser and WEF containing substantially similar provisions relating to the payment of the Purchaser Termination Fee.

  • 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.

  • The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive a pro rata portion of the Secured Debtholder Consideration (on the same terms as set forth under the Arrangement), unless otherwise agreed to by the Purchaser and WEF with the Corporation.

  • 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.

  • The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive, subject to the Purchaser and WEF agreeing with the Corporation otherwise, the same consideration available to them under the Arrangement.

  • The Corporation, prior to the approval of the Note Amendment Resolution, solely to the extent that termination is required in order to enter into an Alternative Transaction Agreement with respect to a Superior Proposal and, if the Transaction Agreement is terminated in such circumstances, the Corporation shall pay to Tilray a termination fee of US$10 million (the “ Termination Fee”) concurrently with the termination of the Transaction Agreement.

  • 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.


More Definitions of Alternative Transaction Agreement

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.
Sample 1Sample 2Sample 3
Alternative Transaction Agreement shall have the meaning set forth in Section 6.13(c).
Sample 1
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”;
Sample 1
Alternative Transaction Agreement has the meaning set forth in Section 4.04(a).
Sample 1
Alternative Transaction Agreement means a definitive agreement approved by the Company’s board of directors and entered into by the Company with respect to a Company Acquisition Proposal. For purposes of clarification, in no event will a letter of intent, exclusivity agreement, non-disclosure agreement or any other agreement, contract or understanding that does not obligate a Potential Acquiror to close a transaction subject to specifically enumerated conditions constitute an Alternative Transaction Agreement.
Sample 1

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 offer, inquiry, proposal or indication of interest (whether binding or non-binding) to any Person or its stockholders or shareholders, as applicable, relating to an Alternative Transaction;

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

  • 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.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • 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.

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

  • Specified Acquisition Agreement Representations means the representations and warranties made by or on behalf of the Target, its subsidiaries or their respective businesses in the Acquisition Agreement which are material to the interests of the Lenders, but only to the extent that Merger Sub (or its applicable affiliate) has the right to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of a breach of such representations and warranties.

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

  • 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.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.