Acquisition Transaction. If the Company is to be consolidated with or acquired by another Person in a merger or otherwise, or in the event of a sale of all or substantially all of the Company's assets (an "Acquisition"), the Company may take such action with respect to this Warrant as the Company's Board of Directors may deem to be equitable and in the best interests of the Company, its stockholders and the Registered Holder under the circumstances, including, without limitation, (i) making appropriate provision for the continuation of the Warrant by substituting on an equitable basis for the shares then subject to the Warrant either the consideration payable with respect to the outstanding shares of Warrant Stock in connection with the Acquisition or securities of any successor or acquiring entity or (ii) giving the Registered Holder reasonable advance notice of the pendency of the Acquisition and canceling the Warrant effective upon the Acquisition if it is not exercised prior to the Acquisition.
Acquisition Transaction. Seller agrees that it will not engage in any transaction of the type described in the definition of Acquisition Proposal (an “Acquisition Transaction”) unless: (i) either Seller is the successor, surviving or transferee entity in such Acquisition Transaction or the successor, surviving or transferee entity in such Acquisition Transaction assumes by written instrument reasonably satisfactory to Buyer all of the obligations of Seller under this Agreement and the Transaction Agreements and (ii) the creditworthiness of the successor, surviving or transferee entity, in the reasonable good-faith judgment of the Buyer, is sufficient for such entity to satisfy any financial obligation of Seller remaining under this Agreement.
Acquisition Transaction. In the event that (i) IDG holds, directly or indirectly, no less than 20% of the SouFun securities (including the SouFun shares, the Convertible Note(s) and the Converted Securities) that it purchased pursuant to the Transaction Documents, (ii) the Founder and any of his Affiliates, either by themselves or together with any other Person(s), undertake or propose to undertake an acquisition transaction with respect to SouFun (including, but not limited to, through a merger, amalgamation, scheme of arrangement, tender offer, or reverse stock split), which would result in SouFun’s securities being no longer listed on the NYSE or registered under the United States Securities Exchange Act of 1934, as amended, and (iii) after the completion of such transaction, the Founder or any of his Affiliates would continue to own, directly or indirectly, no less than 5% of the equity securities of SouFun (or the surviving company in such transaction) on a fully diluted basis, IDG and its Affiliates shall have the right, but not the obligation, to participate in such transaction as a rollover shareholder with its SouFun securities rolled over to the new holding company or otherwise remains to be a shareholder of SouFun (or the surviving company in such transaction), in each case on the same terms, and subject to the same conditions, as the Founder and his Affiliates. The Founder and his Affiliates shall procure IDG and its Affiliates to have such participation right as set forth in the preceding sentence, and shall facilitate IDG and its Affiliates if IDG exercises such right.
Acquisition Transaction. The Company shall provide to the holder of this Warrant written notice not less than thirty (30) business days prior to the anticipated closing of an Acquisition Transaction of the anticipated closing of such transaction and a brief summary of the business terms thereof. The holder of this Warrant will in such case be entitled to exercise this Warrant, effective immediately prior to the closing of the Acquisition Transaction (subject to the completion of such closing), as provided in Section 1.1 hereof by delivery of an executed Notice of Exercise and payment of the exercise price not less than five (5) days prior to such closing. In the event the closing of an Acquisition Transaction does not occur for any reason, such Notice of Exercise will be of no force or effect.
Acquisition Transaction. Promptly following the execution of this ----------------------- Agreement, take affirmative steps necessary to discontinue, and thereafter not initiate, solicit or knowingly encourage (including by way of furnishing any information or assistance), or take any other action to facilitate, any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or negotiate with any person in furtherance of such inquires or to obtain an Acquisition Proposal, or agree to endorse, or endorse, any Acquisition Proposal, or authorize or permit any of its officers, directors or employees or any investment banker, financial advisor, attorney, accountant or other representative retained by DunC or any of the DunC Subsidiaries to take any such action, and DunC shall promptly notify Blackhawk orally, and confirm in writing, subject to disclosure being consistent with the fiduciary duties of the Board of Directors of DunC, all of the relevant details relating to all inquiries and proposals which DunC or a DunC Subsidiary may receive relating to any of such matters; provided, however, that nothing contained in this Section 6.15 shall prohibit the Board of Directors of DunC from furnishing or permitting any of its officers, directors, employees, investment bankers, financial advisors, attorneys, accountants or other representatives to furnish information to any party that requests information as to DunC and/or the Bank or take any other action if (i) the Board of Directors of DunC, after consultation with legal counsel, determines in good faith that such action is required for the Board of Directors of DunC to comply with its fiduciary duties to shareholders imposed by applicable Law, and (ii) prior to furnishing such information to such party, DunC receives from such party an executed confidentiality agreement in reasonably customary form.
Acquisition Transaction. (a) Contemporaneously with the initial extension of credit hereunder: (i) cause all transactions contemplated by the Acquisition Documents to be consummated; (ii) cause the Acquisition Transaction and the Merger to become effective; and (iii) furnish evidence thereof to Agent, as well as certified (as of the Closing Date) true and complete copies of the Acquisition Documents, which shall be in compliance with all applicable laws and for which all necessary approvals shall have been obtained in connection therewith.
Acquisition Transaction. 3 Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Acquisition Transaction. Notwithstanding the foregoing provisions of this Agreement, no later than the 30th calendar day following the consummation of an Acquisition Transaction that consists of the purchase by a Private Acquiror of not less than a majority of the then outstanding shares of Common Stock (whether pursuant to a merger, consolidation, tender or exchange offer or otherwise) solely for cash, each Holder shall either (i) tender to such Private Acquiror all of such Holder's Units (including the related Partnership Interests) against payment to such Holder of cash in an amount per Unit equal to 110% of the cash amount paid for each share of Common Stock in the Acquisition Transaction, or (ii) deliver to such Private Acquiror a valid, binding and enforceable waiver, duly executed by such Holder, of such Holder's Exchange Right with respect to any and all Units held by such Holder as of the date of such waiver.
Acquisition Transaction. 7.2 (a) Agreement ........................
Acquisition Transaction. “Acquisition Transaction” shall mean any transaction or series of transactions (other than the Merger and the Contemplated Transactions) involving: