Definitive Transaction Agreement definition

Definitive Transaction Agreement means any written acquisition agreement, merger agreement or similar definitive agreement or a letter of intent or agreement in principle with respect thereto (other than a confidentiality agreement), in each case relating to an Acquisition Proposal.

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Definitive Transaction Agreement means any acquisition agreement, merger agreement or similar definitive agreement or a letter of intent or agreement in principle with respect thereto.

Definitive Transaction Agreement means a definitive agreement governing a proposed Change of Control Transaction.

Examples of Definitive Transaction Agreement in a sentence

• It is also agreed that unless and until a Definitive Transaction Agreement between the parties with respect to a business transaction involving them has been executed and delivered, neither party nor its stockholders has any legal obligation of any kind whatsoever with respect to any such transaction.

• You shall not have any claim or cause of action against the Company or any of its Representatives in respect of the foregoing, except as specifically set forth in any Definitive Transaction Agreement or as otherwise provided in this Agreement.

• In addition, the parties agree that if a Definitive Transaction Agreement is entered into between the parties, then each party agrees that neither it nor its Representatives will disclose to any other person (other than its Representatives) (i) that a Definitive Transaction Agreement has been entered into or (ii) the terms of such Definitive Transaction Agreement, except in accordance with the terms of such Definitive Transaction Agreement.

• You understand and acknowledge that neither the Company nor any of its Representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation Material or shall have any liability to you or any of your Representatives resulting from the use of the Evaluation Material or any errors or omissions therefrom, except as may be set forth in a Definitive Transaction Agreement (as defined below), when, as and if executed.

• Except with the prior written consent of the other party hereto and except as expressly permitted by a Definitive Transaction Agreement, if any, entered into between Company and BORLAND, neither Company or its Representatives, on the one hand, nor BORLAND or its Representatives, on the other hand, will disclose the fact that any discussions or negotiations are taking place concerning a possible transaction, including, without limitation, the status of such discussions or negotiations.

• This Agreement is not intended to, and does not, constitute an agreement or impose any obligation on either party: (i) to consummate a Transaction; (ii) to conduct or continue discussions or negotiations concerning a Transaction; (iii) to enter into a joint venture or other business relationship of any kind; or (iv) to enter into or negotiate a Definitive Transaction Agreement.

• Buyer shall not have any claim or cause of action against [Seller,] the Companies or any of their respective Representatives in respect of the foregoing, except as specifically set forth in any Definitive Transaction Agreement, if any, that is hereafter executed.

• Neither party shall have any rights or obligations of any kind whatsoever with respect to a Transaction by virtue of this Agreement or any other written or oral expression by the parties’ respective Representatives unless and until a Definitive Transaction Agreement is executed and delivered.

• In order to facilitate the foregoing, the Parties agree that Yilida and Zhongyincashmere shall be the joint lead negotiators with the Special Committee with respect to the Transaction and, subject to the following sentence, shall have the right to cause Parent to enter into the Definitive Transaction Agreement in a form satisfactory to Yilida and Zhongyincashmere.

• Except with respect to the matters specifically set forth herein, neither Party shall have any rights or obligations of any kind whatsoever with respect to a Transaction by virtue of this Agreement or any other written or oral expression by the Parties or their respective Representatives unless and until a Definitive Transaction Agreement is executed and delivered.

More Definitions of Definitive Transaction Agreement

Definitive Transaction Agreement means a fully executed agreement of purchase and sale providing for the Major Asset Sale (on an after-tax basis) between the Borrowers and a third party having no substantive conditions to the parties obligations to close (other than the conditions that (1) no material adverse change in the business of the Borrowers shall have occurred and (2) all regulatory approvals required in order to consummate the transaction shall have been received) and having such other terms and conditions as are acceptable to the Steering Committee.

Definitive Transaction Agreement means the definitive transaction agreement dated October 31, 2018 between Novicius, Grown Rogue Canada, Novicius Subco and Grown Rogue Unlimited, LLC.

Definitive Transaction Agreement means the agreement dated August 31, 2011 between VLM, CPC Subco and Altan Nevada, providing for, among other things, the Proposed Qualifying Transaction;

Definitive Transaction Agreement means an agreement with respect to all material terms of a Transaction that, in accordance with its terms, is specifically intended by the parties thereto to be a binding contract with respect to such Transaction or any letter of intent or similar document to the extent the parties expressly state an intention to be bound by any part thereof. Except as set forth herein, the term "definitive Transaction Agreement" does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or verbal acceptance of an offer or bid on the part of the Company. You understand that (a) the Company shall be free to conduct any process with respect to a possible Transaction as the Company in its sole discretion shall determine (including, without limitation, by negotiating with any prospective party and entering into a definitive Transaction Agreement without prior notice to you or any other person), (b) procedures relating to such Transaction may be changed at any time without notice to you or any other person and (c) you shall not have any claim whatsoever against the Company or any of its directors, officers, stockholders, employees, affiliates, agents, advisors or other representatives (including, but not limited to, Salo▇▇▇ ▇▇▇▇▇ ▇▇▇ney Inc.) arising out of or relating to any possible or actual Transaction (other than those as against parties to a definitive Transaction Agreement with you in accordance with the terms thereof). You hereby agree to indemnify and hold harmless the Company and its directors, officers, stockholders, owners, affiliates and representatives from any damage, loss, cost (including reasonable legal fees and the cost of enforcing this indemnity) or liability arising out of or resulting from any breach by you, any of your affiliates or any Related Party of your or their obligations under this letter agreement. You hereby agree and confirm that money damages would not be a sufficient remedy for any breach of this letter agreement and, therefore, in addition to all other remedies that the Company may be entitled to as a matter of law, the Company shall be entitled to specific performance and any other form of equitable relief to enforce the provisions of this letter agreement. You further agree that the rights of the Company under this letter agreement may be assigned in whole or in part to any purchaser of the Company, which may enforce this letter agreement to the same extent and in the same man...