Definitive Transaction Agreement Sample Clauses

Definitive Transaction Agreement. The Corporation will ensure that the definitive agreement governing completion of the Transaction will be in a form satisfactory to the Underwriters, acting reasonably, and the Corporation will ensure that such definitive agreement will contain representations, warranties and covenants customary to transactions of this nature, including a condition precedent to the completion of the Transaction, which may not be waived or varied by the parties thereto, that a favourable “provisional” title opinion with respect to the Marathon Properties be addressed and delivered to the Underwriters upon completion of the Transaction, which will provide that subject only to the receipt of Crown consent to the assignment of the underlying leases, the Corporation will be the registered freehold title owner of any freehold properties, the leasehold registered title owner of all leasehold properties, and the recorded holder of all unpatented claims comprising the Marathon Properties.
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Definitive Transaction Agreement. Each party also understands and agrees that no contract or agreement providing for a business transaction between the parties shall be deemed to exist unless and until a definitive transaction agreement has been executed and delivered by both of the parties hereto (a “Definitive Transaction Agreement”), and each party hereby waives, in advance, any claim (including, without limitation, any claim for breach of contract) in connection with such a transaction unless and until a Definitive Transaction Agreement has been executed and delivered by each of the parties thereto. It is also agreed that unless and until a Definitive Transaction Agreement between the parties with respect to a business transaction involving them has been executed and delivered, neither party nor its stockholders has any legal obligation of any kind whatsoever with respect to any such transaction. Under no circumstances will any oral understanding between the parties with respect to a business transaction be a binding contract. For purposes of this Paragraph 8, the term “Definitive Transaction Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid or any written or oral acceptance thereof. In addition, the parties agree that if a Definitive Transaction Agreement is entered into between the parties, then each party agrees that neither it nor its Representatives will disclose to any other person (other than its Representatives) (i) that a Definitive Transaction Agreement has been entered into or (ii) the terms of such Definitive Transaction Agreement, except in accordance with the terms of such Definitive Transaction Agreement.
Sample 1
Definitive Transaction Agreement. 44 Delaware LP Act...................................................................................................9
Sample 1
Definitive Transaction Agreement. Each party also understands and agrees that no contract or agreement providing for a Transaction between the parties shall be deemed to exist unless and until a Definitive Transaction Agreement has been executed and delivered by both of the parties hereto, and each party hereby waives, in advance, any claim (including, without limitation, any claim for breach of contract) in connection with such a Transaction unless and until a Definitive Transaction Agreement has been executed and delivered by each of the parties thereto. It is also agreed that unless and until a Definitive Transaction Agreement between the parties with respect to a Transaction has been executed and delivered, neither party nor its stockholders has any legal obligation of any kind whatsoever with respect to any such Transaction. Under no circumstances will any oral understanding between the parties with respect to a Transaction be a binding contract. For purposes of this paragraph, the term “Definitive Transaction Agreement” does not include an executed letter of intent or any other preliminary written agreement, nor does it include any written or oral offer or bid or any written or oral acceptance thereof. THE RECEIVING PARTY FURTHER UNDERSTANDS THAT THE DISCLOSING PARTY SHALL BE FREE AT ALL TIMES TO CONDUCT ANY PROCESS FOR A BUSINESS COMBINATION TRANSACTION INVOLVING THE DISCLOSING PARTY AND ANY OTHER PERSONS AS THE DISCLOSING PARTY IN ITS SOLE DISCRETION SHALL DETERMINE. The disclosing party reserves the right, in its sole discretion, to (a) decline to provide any requested information, (b) discontinue consideration of a transaction with the receiving party at any time, (c) reject any and all proposals made by the receiving party or any of its Representatives, (d) terminate discussions and negotiations with the receiving party at any time and for any reason and (e) conduct any process relating to a possible transaction with any other person at any time or change the procedure for conducting such process. This Agreement does not constitute or create any obligation of the disclosing party to provide any Evaluation Material or other information to the receiving party, but merely defines the right, duties and obligations of the parties with respect to Evaluation Material to the extent it may be disclosed or made available. Under no circumstances is the disclosing party obligated to disclose or make available any information, including any Evaluation Material, that the disclosing party in i...
Sample 1

Related to Definitive Transaction Agreement

  • Definitive Agreement Customer’s substitution right and Boeing’s obligation in this Letter Agreement are further conditioned upon Customer’s and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2, above.

  • Definitive Documents 3.01. The Definitive Documents governing the Restructuring Transactions shall consist of the following:

  • Definitive Agreements We are prepared to promptly negotiate and finalize definitive agreements (the “Definitive Agreements”) providing for the Acquisition and related transactions. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

  • Alternative Transaction In the event that, in lieu of the Arrangement, the Purchaser seeks to complete the acquisition of the Company Shares other than as contemplated by the Arrangement Agreement on a basis that (a) provides for economic terms which, in relation to the Shareholder, on an after-tax basis, are at least equivalent to or better than those contemplated by the Arrangement Agreement taking into account the Intended Tax Treatment, (b) would not likely result in a delay or time to completion beyond the Voting Support Outside Date, and (c) is otherwise on terms and conditions not materially more onerous on the Shareholder than the Arrangement (including any take-over bid) any such transaction, an “Alternative Transaction”), then during the term of this Agreement the Shareholder may, on its own accord, and shall, upon written request of the Purchaser, support the completion of such Alternative Transaction in the same manner as the Arrangement in accordance with the terms and conditions of this Agreement mutatis mutandis, including by (A) depositing or causing the deposit of its Subject Shares (including any Company Shares issued or issuable upon the exercise, conversion or vesting, as applicable, of any Company Options, Company Compensation Options or Company RSUs) into an Alternative Transaction conducted by way of a take-over bid made by the Purchaser or an affiliate of Purchaser and not withdrawing them; and/or (B) voting or causing to be voted all of the Subject Shares (to the extent that they carry the right to vote) in favour of, and not dissenting from, such Alternative Transaction proposed by the Purchaser, provided however that the Shareholder shall not be required to exercise, convert or exchange any Subject Shares (other than Company Shares) in connection with an Alternative Transaction.

  • 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.

  • Definitive Documentation (a) The definitive documents and agreements governing the Restructuring Transactions (collectively, the “Definitive Documentation”) shall include:

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Non-Solicitation Agreement Executive agrees and covenants that he will not, unless acting with the Company’s express written consent, directly or indirectly, during the Term of this Agreement or during the Non-Competition Period (as defined in Section 11 above) solicit, entice or attempt to entice away or interfere in any manner with the Company’s relationships or proposed relationships with any customer, officer, employee, consultant, proposed customer, vendor, supplier, proposed vendor or supplier or person or entity or person providing or proposed to provide research and/or development services to, on behalf of or with the Company.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Derivative Transactions Enter into any Derivative Transaction.

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