Primary Transaction Agreements definition

Primary Transaction Agreements has the meaning set forth in the Separation and Distribution Agreement.
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Primary Transaction Agreements has the meaning set forth in the definition of Ancillary Agreements.
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Primary Transaction Agreements means this Agreement, the Exchange Agreement, including Exhibit A thereto, the Subscription Agreements and the Buyer LPA.
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Examples of Primary Transaction Agreements in a sentence

  • Any agreements entered into or documents executed pursuant to the Primary Transaction Agreements shall be reasonably acceptable to Comcast.

  • All references to the Superseded Closing Conditions contained in the Primary Transaction Agreements are hereby deemed to refer to this Section 7.

  • Such Ben Party has the requisite corporate or other similar organizational power and authority to enter into, execute and deliver the Primary Transaction Agreements to which such Ben Party is a party and, subject to the filing of the Certificate of Designation and Certificate of Amendment with the Secretary of State of the State of Nevada and obtaining the Shareholder Approval, to perform all of the obligations to be performed by it hereunder and thereunder.

  • The Primary Transaction Agreements and the Ancillary Agreements constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof and thereof.

  • Each Ben Party is not relying, has not relied and disclaims all reliance upon any statement, representation or warranty (whether oral, written, express or implied) made by Seller, the ffVC Funds, their Affiliates and their respective Representatives of any kind whatsoever, except as expressly set forth in the Primary Transaction Agreements and any schedules and certificates specifically identified therein.

  • None of the issued and outstanding shares of Ben NV were issued in violation of any preemptive rights and, as of the Execution Date, and except as set forth in Schedule 5.8 and as disclosed in the SEC Reports, (a) no shares of Ben NV’s capital stock are subject to preemptive rights and (b) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Transaction Securities as described in the Primary Transaction Agreements.

  • Neither the execution and delivery of the Primary Transaction Agreements to which Seller or Buyer is a party nor the performance or consummation of the Transactions by Seller or Buyer will result in the creation of any Lien (other than Permitted Liens) upon any of the Total Alternative Assets other than those authorized by Ben NV.

  • Signatures of the parties to this Agreement and the Primary Transaction Agreements, transmitted by facsimile shall be deemed to be their original signatures for all purposes.

  • The Parties acknowledge and agree that the Primary Transaction Agreements are to be read in concert and construed in such a way as to give maximum effect to all such documents; provided, that in the event of an irreconcilable conflict, this Agreement shall take precedence.

  • The Primary Transaction Agreements and the Ancillary Agreements constitute the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, between the Seller and the Purchaser with respect to the subject matter hereof and thereof.


More Definitions of Primary Transaction Agreements

Primary Transaction Agreements means this Agreement, the Operating Agreement, and the Asset Purchase Agreement.
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Related to Primary Transaction Agreements

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

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

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

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

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

  • 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.

  • Co-financing Agreement means the agreement to be entered into between the Borrower and the Co-financier providing for the Co-financing.

  • 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.

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

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

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