Original Transaction Agreements definition

Original Transaction Agreements means the Exclusive Option Agreement, the Exclusive Technology Consulting and Services Agreement and the Power of Attorney signed by the Pledgee, the Pledgor and/or Party C on October 10, 2017.
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Original Transaction Agreements means the following documents executed by Baxter, VIMRx and Nexell, as the case may be, in connection with the Original Transactions pursuant to the Asset Purchase Agreement (except for the Registration Rights Agreement and the Stockholders' Agreement, each such document shall have the meaning ascribed thereto in the Asset Purchase Agreement):
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Original Transaction Agreements means, collectively, the Original Asset Purchase Agreements and each agreement executed or delivered pursuant thereto or in connection therewith.
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Examples of Original Transaction Agreements in a sentence

  • Seller, for itself and its legal representatives and assigns, hereby releases and forever discharges Purchaser, and all of Purchaser's officers, directors, shareholders, employees, agents, affiliates, successors and assigns, of and from all claims, demands, actions and causes of action of any kind or nature at law or in equity, based upon (i) Seller's status as a shareholder of Purchaser, or (ii) any prior contracts or agreements between the parties relating to the Original Transaction Agreements.

  • The term "Original Transaction Agreements" shall mean collectively (i) the Agreement and Plan of Reorganization dated July 25, 1998 (the "Reorganization Agreement") by and among NovaMed Holdings Inc..

  • All references in the Transaction Agreement to any of the Original Transaction Agreements shall be deemed to be a reference to the applicable Revised Transaction Agreement.

  • Notwithstanding anything in this Agreement to the contrary, except as specifically modified herein or as modified in a separate writing signed by Xxxxxx, VIMRx and Nexell, as the case may be, all of the Original Transaction Agreements shall remain in full and effect in accordance with the provisions thereof.

  • Except as otherwise expressly amended or supplemented hereby, the Original Transaction Agreements shall continue in full force and effect.

  • Except for that certain Settlement Agreement, dated of even date herewith, by and among the parties and certain other parties, and any and all ancillary documents thereto, all of which shall survive the execution of this Agreement, each of the Parties hereby mutually agrees to terminate the Original Transaction Agreements and any and all other agreements entered into between the parties (collectively, the “Agreements”) as of the Effective Date.

  • Purchaser, for itself and its legal representatives and assigns, hereby releases and forever discharges Seller, and all of Seller's officers, directors, shareholders, employees, agents, affiliates, successors and assigns, of and from all claims, demands, actions and causes of action of any kind or nature at law or in equity, based upon (i) Seller's status as a shareholder of Purchaser, or (ii) any prior contracts or agreements between the parties relating to the Original Transaction Agreements.

  • As a result, BNDES has set up a toolbox of four legal instruments, which comprehend not only direct contracts adjusted between the Bank and companies but also the Bank’s participation in private funds of venture capital.

  • Each party hereto agrees that the Original Transaction Agreements required to be delivered at Closing pursuant to Sections 11.1(c), 11.1(h), 11.2(c) or 11.2(e) of the Transaction Agreement, as applicable, shall be in the form of the Revised Transaction Agreements.

  • Each party hereto agrees that the conditions precedent to such party’s obligations to consummate the Transaction set forth in Sections 10.2(f) or 10.2(d) of the Transaction Agreement, as applicable, shall be satisfied by delivery of the items and documents set forth in Sections 11.1 or 11.2 of the Transaction Agreement, as applicable, with the Revised Transaction Agreements being delivered in lieu of the Original Transaction Agreements.


More Definitions of Original Transaction Agreements

Original Transaction Agreements means collectively (i) the Agreement and Plan of Reorganization dated July 25, 1998 (the "Reorganization Agreement") by and among NovaMed Holdings Inc.. which has since been merged into and replaced by NovaMed Eyecare, Inc. ("NovaMed Parent"), Business Manager, Xxxxx & Moyes EyeCare Midwest, P.C., a Missouri professional corporation, f/k/a EyeCare Midwest, P.C. ("ECM-PC") and the Shareholders of ECM-PC; (ii) the Asset Purchase Agreement dated July 25, 1998 (the "Eye Care Professionals Purchase Agreement") by and among NovaMed Parent, Business Manager, Eye Care Professionals, P.
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Related to Original Transaction Agreements

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

  • Acquisition Agreements has the meaning specified in the Recitals.

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

  • Combination Agreement has the meaning in the recitals hereto.

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

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

  • 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.

  • Investment Agreements has the meaning set forth in the Recitals.

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

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

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

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

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

  • Substitution Agreement means the substitution agreement, substantially in the form set forth in the Schedules as entered into/ proposed to be entered into between the Authority, Developer, and the Lenders in relation to the substitution of the Developer with the Nominated Company in accordance with the Agreement;

  • 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.

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

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • 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.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Settlement Agreements means any settlement reached in the U.S. Litigation with any of the Settling Defendants.

  • Note Purchase Agreements means (i) that certain Note Purchase Agreement, dated as of April 16, 2014 among the Parent, the Borrower, and the purchasers party thereto, (ii) that certain Note Purchase Agreement, dated as of December 18, 2014 among the Parent, the Borrower, and the purchasers party thereto, and (iii) that certain Note Purchase Agreement, dated as of June 13, 2018, among the Parent, the Borrower, and the purchasers party thereto, in each case as amended from time to time.

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

  • 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.

  • 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.