Definitive Transaction Agreement definition

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.
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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.
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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, Saloxxx Xxxxx Xxxney 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...
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Examples of Definitive Transaction Agreement in a sentence

  • 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 or (iii) to enter into a Definitive Transaction Agreement.

  • You agree that unless and until a Definitive Transaction Agreement between the Company and you has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this Agreement except for the rights and obligations specifically agreed to herein.

  • 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.

  • You shall not have any claim or cause of action against the Company or any of its Representatives in respect of the foregoing, other than pursuant to a Definitive Transaction Agreement.

  • 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.

  • 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.

  • Analytical mod- els, including the effective one body (EOB) [61, 62, 144, 64] framework, and hybrid or phenomenological approaches [65], match the numerical results extremely well for the case of non-spinning binaries with com- parable component masses and provide, for the first time, a template which covers the entire coalescence waveform.

  • 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 agree that except as provided in a Definitive Transaction Agreement (as defined below), neither the Company nor any of its Representatives shall have any obligation or liability to you or to any of your Representatives on any basis (including, without limitation, in contract, tort, under federal or state securities law or otherwise) relating to or resulting from the use of the Confidential Information (including but not limited to any obligation to update any Confidential Information).

  • 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.


More Definitions of Definitive Transaction Agreement

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

  • 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.

  • Definitive Agreement means that certain Securities Purchase Agreement by and between Issuer and Treasury, dated as of the Signing Date.

  • Definitive Documents means the documents set forth in Section 3.01.

  • Definitive Agreements has the meaning set forth in Section 5.11(a).

  • 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).

  • Definitive Documentation means the definitive documents and agreements governing the Restructuring Transactions as set forth in the Restructuring Support Agreement.

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

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

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

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

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

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • 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.

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

  • 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.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • SPS Agreement means the Agreement on the Application of Sanitary and Phytosanitary Measures which is a part of the WTO Agreement; Subheading means the first six digits in the tariff classification number under the HS; Territory means:

  • Issuer-ICSDs Agreement means the agreement entered into between the Issuer and each of the ICSDs;

  • 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.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Combination Agreement has the meaning in the recitals hereto.

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

  • 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.

  • 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.

  • NIMS Agreement Any agreement pursuant to which the NIM Securities are issued. NIMS Insurer: One or more insurers issuing financial guaranty insurance policies in connection with the issuance of NIM Securities.

  • Acquisition Agreements has the meaning specified in the Recitals.