Combination Transaction Sample Clauses

Combination Transaction. The Combination Transaction shall have been consummated pursuant to and on the terms set forth in the Combination Agreement;
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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.
Sample 1
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:
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Combination Transaction. Each transaction comprising the Organizational Restructuring shall have been completed according to the terms of Transfer Agreements.
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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.
Sample 1

Related to Combination Transaction

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Interested Transactions An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Merger Transaction Section 2.1

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

  • Transaction (1) The present Settlement Agreement constitutes a transaction in accordance with Articles 2631 and following of the Civil Code of Quebec, and the Parties are hereby renouncing any errors of fact, of law and/or of calculation.

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

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