Combination Transaction Sample Clauses
A Combination Transaction clause defines the terms and conditions under which two or more entities may merge, consolidate, or otherwise combine their businesses or assets. This clause typically outlines the procedures for negotiating and executing such transactions, including requirements for board or shareholder approval, valuation methods, and the treatment of existing contracts or obligations. Its core practical function is to provide a clear framework for how combination transactions are handled, reducing uncertainty and ensuring all parties understand their rights and responsibilities during a merger or similar event.
POPULAR SAMPLE Copied 1 times
Combination Transaction. Each transaction comprising the Organizational Restructuring shall have been completed according to the terms of Transfer Agreements.
Combination Transaction. The Combination Transaction shall have been consummated pursuant to and on the terms set forth in the Combination Agreement;
Combination Transaction. The Company is negotiating a Combination Transaction with the CÜR Media. Any securities of the Combined Company issued to the Buyer at the effective time of the Combination Transaction, in exchange for the New Note Warrants of New Note Warrant Shares, will be at an exchange rate of 1-for-1, with appropriate adjustments and, otherwise, on their original terms and conditions. At the effective time of the Merger, if applicable, the Combined Company will assume the New Note. At the effective time of the Asset Acquisition, if applicable, the Company will remain responsible for the obligations under the New Note.
Combination Transaction. The Company is negotiating a Combination Transaction with the CÜR Media, with the intention that, following the consummation of the Combination Transaction, the Buyers will hold (a) shares of Series A convertible preferred stock of the Combined Company in an aggregate amount equal to the Share Percentage Interest of 16% of the Combined Company’s outstanding shares of common stock (including the full number of Secured Note Conversion Shares and Unsecured Note Conversion Shares issued upon conversion of all amounts due under CÜR Media’s issued and outstanding Secured Convertible Notes and Unsecured Convertible Notes, respectively, but not including the exercise of any of the CÜR Media’s outstanding warrants or stock options), and (b) warrants to purchase shares of common stock of the Combined Company in an aggregate amount equal to the Warrant Percentage Interest of 16% of all of the Combined Company’s outstanding warrants and stock options (including the full number of Secured Note Conversion Warrants and Unsecured Note Conversion Warrants issued upon conversion of all amounts due under CÜR Media’s issued and outstanding Secured Convertible Notes and Unsecured Convertible Notes, respectively). Any securities of the Combined Company issued to the Buyers or the Placement Agent at the effective time of the Combination Transaction, in exchange for securities of the Company, will be at an exchange rate of 1-for-1, with appropriate adjustments and, otherwise, on their original terms and conditions.
Combination Transaction. (a) Subject to Section 5.3, CanWest shall (and shall cause its applicable Affiliates to), and the Corporation shall (and shall cause its applicable Affiliates to), consummate the Combination Transaction no later than the earlier of:
(i) the fourth anniversary of the date of this Agreement; and
(ii) such earlier date, no earlier than May 31, 2011, as is reasonably necessary to ensure that any financing required for the purchase of GS Shares pursuant to the CanWest Call during the First Call Period or the First GS Put can be completed in time to effect the completion of such CanWest Call or First GS Put on the fourth anniversary of the date of this Agreement. The applicable Parties shall enter into, or cause their applicable Affiliates to enter into, and complete an agreement substantially in the form attached as Schedule 5.1 (the “Merger Agreement”), which provides for the combination of the Contributed Business with the Business of CW Media and its Subsidiaries and the acquisition of an equity interest in the Corporation (the “Combination Transaction”).
(b) CanWest or its applicable Affiliates and the Corporation will file a joint election under section 85(1) of the Tax Act and corresponding provincial legislation in respect of the Transfer of the Contributed Business to the Corporation so that the Transfer of the Contributed Business occurs on a tax-deferred basis to CanWest or its applicable Affiliates. The Parties will work in good faith to attempt to obtain a step up in basis for U.S. tax purposes for the assets of the Contributed Business provided that doing so would not have any adverse consequences to CanWest, its Affiliates or the Corporation and its Subsidiaries.
(c) To the extent that the Parties agree or are otherwise required to Transfer any assets of the Contributed Business to a third party at the time of or immediately following the Combination Transaction, the proceeds of the Transfer of such assets (net of tax and all transaction expenses) will constitute assets of the Contributed Business and become assets of the Corporation or CW Media.
(d) CanWest agrees to repurchase its Senior Notes prior to May 31, 2011 or, in the alternative, obtain waivers from the holders of the Senior Notes or take such other action short of repurchasing the Senior Notes in order to remove any impediments to the consummation of the Combination Transaction, so that the existence of such Senior Notes do not impair or restrict the ability of the Parties to consummat...