Definitive Transaction Documents definition

Definitive Transaction Documents has the meaning given in Section 9.4(c);
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Definitive Transaction Documents means any final Joint Bid, offer, sale and purchase and/or equity investment, governance or financing documentation (including any Merger Agreement and Equityholders Agreement) to implement the Transaction that is binding on AcquisitionCo or the Consortium, including any agreements between or among the Parties.
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Definitive Transaction Documents means this Agreement, the R&D Agreement, the JV Articles, the MEA Supply Agreement, the Xxxxxxx Technology and Trademark License Agreement and the Weichai Trademark License Agreement;
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Examples of Definitive Transaction Documents in a sentence

  • The Board wishes to emphasise that: (a) as at the date of this announcement, the Company has not entered into any legally binding agreement in relation to the Possible Acquisition; and (b) the Possible Acquisition is subject to, among other things, the negotiation and execution of the Definitive Transaction Documents.

  • The Company will make further announcement(s) in respect of the Intended Restructuring following the execution of the Definitive Transaction Documents in accordance with the requirements of the Listing Rules as and when appropriate.

  • The Possible Acquisition is subject to, among other things, the negotiation and execution of the Definitive Transaction Documents.

  • The Definitive Transaction Documents shall include the terms hereunder and other necessary or relevant terms and conditions (including customary and standard representations and warranties, covenants, indemnification, and conditions precedent to the completion of the Proposed Divestment).

  • This system would better enable a city to, for example, trace the source of a hepatitis or dengue outbreak to vector breeding and correlate increases in the incidence of asthma and acute exacerbation of chronic respiratory illnesses to air pollution, rabies and dog bite incidences to stray dog control, or road accidents to the lack of road safety measures.

  • The Possible Acquisition is subject to, among other things, the negotiations and execution of the Definitive Transaction Documents.

  • Each of the Parties reserves the right, in its sole discretion, not to proceed with or pursue the Transaction, to terminate discussions and negotiations with respect thereto and to withdraw its participation in the Transaction at any time prior to execution of the Definitive Transaction Documents without any liability or obligation of any kind (except as set forth in Section 7 hereof).

  • Shareholders and potential investors of Xxxxxx should be aware that the Proposed Transactions are subject to the satisfaction of various conditions precedent, and also to the parties agreeing on the terms of, and entering into, the Definitive Transaction Documents.

  • Under UMA-security, Sim gets the inputs 1κ, 1m, 1t, y, D and MemAccess = (Lτ , zread,τ , zwrite,τ ) : τ = 1, .

  • Moreover, the Proposed Transactions will be subject to certain condition precedents including (among others) the completion of satisfactory due diligence by Xxxxxx, entering of Definitive Transaction Documents and relevant internal approvals and regulatory and governmental approvals for both parties being duly obtained.


More Definitions of Definitive Transaction Documents

Definitive Transaction Documents. The Strategic Investment Documents and the Joint Venture Documents.
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Related to Definitive Transaction Documents

  • Definitive Documents means the documents listed in Section 3.01.

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

  • Definitive Documentation means the definitive documents and agreements governing the Restructuring Transactions (including any related orders, agreements, instruments, schedules, or exhibits) that are contemplated by and referenced in the Plan (as amended, modified, or supplemented from time to time), including the following: (a) the Plan (and all exhibits, ballots, solicitation procedures, and other documents and instruments related thereto); (b) Definitive Documents (as defined in the Restructuring Support Agreement); (c) the Confirmation Order;

  • 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).

  • Acquisition Documents means the Acquisition Agreement, all other agreements entered into between the Target or its Affiliates and Parent or its Affiliates in connection with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side letters, instruments and agreements affecting the terms of the foregoing or entered into in connection therewith.

  • 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.

  • Formation Documents means, collectively, the Issuer LLC Agreement, the Issuer Certificate of Formation and any other document pursuant to which the Issuer is formed or governed, as each may be amended or supplemented from time to time.

  • Reorganization Documents means the Reorganization Agreement, this Agreement, the Holdco LLC Agreement, the Tax Receivable Agreement, the Exchange Agreement, the Registration Rights Agreement, the Employee Equity Letters, the MIP and the Equity Purchase Agreements.

  • Registered Offering Transaction Documents means this Agreement and the Registration Rights Agreement between the Company and the Investor as of the date herewith.

  • Transaction Documents means this Agreement, the Warrants, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

  • Bidding Documents means the set of Bidding Documents that preceded the placement of the Contract of which these GCC form a part, which were sold or issued by the Purchaser to potential Bidders, and in which the specifications, terms and conditions of the proposed procurement were prescribed.

  • Alternative Transaction Proposal means any offer, inquiry or proposal, written or oral (whether binding or non-binding and other than an offer, inquiry or proposal by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

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

  • Ancillary Agreements means the Xxxx of Sale and Assignment and Assumption Agreement, the Deeds, the Assignments of Leased Properties, the Assignments of Intellectual Property and any other instrument or agreement contemplated by this Agreement or the foregoing.

  • 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.

  • 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.

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

  • Solicitation Documents means the bid solicitation documents or any other documents for solicitation of offers proposals or quotations;

  • Buyer Ancillary Agreements means all agreements, instruments and documents being or to be executed and delivered by Buyer or an Affiliate of Buyer under this Agreement or in connection herewith, including the Escrow Agreement.

  • Definitive Bearer Note means a bearer Note in definitive form issued or, as the case may require, to be issued by the Issuer in accordance with the provisions of the Programme Agreement or any other agreement between the Issuer and the relevant Dealer(s), the Agency Agreement and these presents in exchange for either a Temporary Global Note or part thereof or a Permanent Global Note (all as indicated in the applicable Final Terms), such bearer Note in definitive form being in the form or substantially in the form set out in Part 5 of the Second Schedule with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee and the relevant Dealer(s) and having the Conditions endorsed thereon or, if permitted by the relevant Stock Exchange, incorporating the Conditions by reference (where applicable to this Trust Deed) as indicated in the applicable Final Terms and having the relevant information completing the Conditions appearing in the applicable Final Terms endorsed thereon or attached thereto and (except in the case of a Zero Coupon Note in bearer form) having Coupons and, where appropriate, Talons attached thereto on issue; Definitive Certificate means a definitive Regulation S Certificate or DTC Restricted Certificate in or substantially in the form set out in Parts 8 and 9 of the Second Schedule, respectively with such modifications (if any) as may be agreed between the Issuer, the Issuing and Principal Paying Agent, the Trustee, the Registrar and the relevant Dealer(s), representing one or more Regulation S Registered Notes or DTC Restricted Registered Notes, respectively of the same Series;