Pending Transaction Sample Clauses

Pending Transaction. The acquisition by the Company of Linco Research, Incorporated, LINCO Diagnostic Services, Inc. and certain real estate assets relating thereto, as contemplated by the Stock Purchase Agreement, dated as of March 23, 2006, among Upstate Group, L.L.C., The Xxxxxx X. Xxxxxxxxx Revocable Living Trust and Xxxxxx X. Xxxxxxxxx, and the Purchase and Sale Agreement, dated as of March 23, 2006, between Upstate Group, L.L.C. and Paragon Properties, L.C., shall have been consummated in accordance with the terms of such agreements as in effect on the date hereof, as contemplated by Section 4.01 of this Agreement.
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Pending Transaction. (a) Pursuant to the Pending Transaction, Sellers anticipate acquiring the assets set forth on Exhibit A-4 (the “Pending Transaction Assets”) in exchange for the assets set forth on Exhibit A-5 (the “Traded-Out Assets”). Seller’s Representative shall notify Buyer within two Business Days after each of (i) the execution of any definitive agreement (such definitive agreement, together with all exhibits and schedules thereto and the transaction documents in connection therewith, the “Pending Transaction Documentation”) with respect to the Pending Transaction and (ii) any closing with respect to the Pending Transaction (a “Pending Transaction Closing”). Each such written notice shall specify any changes to the Pending Transaction Assets and shall include all exhibits, schedules and other documentation, and in the case of a Pending Transaction Closing, shall include a description of the Pending Transaction Assets acquired by Sellers at such Pending Transaction Closing (together with detailed information of each applicable Lease, Unit, Well, Right-of-Way or Personal Property, the Net Revenue Interest and Working Interest information for each applicable Well and each Target Formation for each applicable Tract, and the Net Acres information for each Target Formation for each applicable Tract), provided, however, that in no event shall any Seller be obligated by this Section 11.9 to disclose any marketing agreements that are subject to any confidentiality or similar agreements or obligations in favor of the Pending Transaction Counterparty or other Third Party (any such marketing agreements, the “Subject Marketing Agreements”). Notwithstanding anything herein to the contrary, Buyer’s prior written consent shall be required for any change in the Pending Transaction Assets (other than as a result of defects validly asserted against the Pending Transaction Counterparty by Sellers) or the Traded-Out Assets. The Allocated Values for the Pending Transaction Assets are set forth on Exhibit A-1 and Exhibit A-2, as applicable. Pursuant to Section 12.1 and promptly after each Pending Transaction Closing, if any, Sellers shall afford to Buyer and Buyer’s Representatives reasonable access to the applicable Pending Transaction Assets and all related records and information in order for Buyer to conduct its investigations and due diligence in accordance with this Agreement, and the date such access is provided to such records and information as well as to the Subject Marketing Ag...
Sample 1
Pending Transaction. In March 2000, we entered into an agreement providing for the merger of Cablevision of Michigan, Inc., the indirect owner of a cable system in Kalamazoo, Michigan with and into us. As a result of this merger, we will become the indirect owner of the Kalamazoo system. The merger consideration of approximately $173 million will be paid in Class A common stock of Charter Communications, Inc. After the merger, we will contribute 100% of the equity interests of the direct owner of the Kalamazoo system to Charter Communications Holding Company in exchange for membership units. Charter Communications Holding Company will contribute the equity interests to Charter Holdings, which will in turn contribute the equity interests to a subsidiary. The Kalamazoo cable system has approximately 49,000 customers and had revenue of approximately $31.9 million for the year ended December 31, 1999. We anticipate that this transaction will close in the third quarter of 2000.
Sample 1

Related to Pending Transaction

  • No Pending Transactions Except for the transactions contemplated by this Agreement and the Transactions contemplated herein, neither Seller nor any Member is a party to or bound by or the subject of any agreement, undertaking, commitment or discussions or negotiations with any Person that could reasonably result in: (a) the sale, merger, consolidation or recapitalization of Seller; (b) the sale of any of the Purchased Assets; (c) the sale of any outstanding membership interest of Seller; (d) the acquisition by Seller of any operating business or the membership interest or capital stock of any other Person; (e) the borrowing of money in excess of $100,000 by Seller, whether secured or unsecured; (f) any agreement with any of the respective officers, managers or Affiliates of Seller; or (g) the expenditure of more than $25,000 or contractual performance obligations by Seller extending for a period more than one year.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Recurring Transactions If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Digital Bank Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Digital Bank Account or Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient balance in your Digital Bank Account to cover the recurring transaction. If these recurring transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If your Account was obtained through your employer or you receive electronic deposits of federal payments to your Digital Bank Account: If you have told us in advance to make regular payments (i.e., recurring transactions) from your Digital Bank Account, you can stop the payment by calling the number on the back of your Card, (000) 000-0000, or by sending notice through e-mail to xxxxxxx@xxxx.xxxx, or by mailing notice to MovoCash, Inc., 000 Xxxxxx Xxx., 0xx Xxxxx, Xxxx Xxxx, XX 00000 at least three business days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments three business days or more before the transfer is scheduled, and we do not do so, we will be liable for your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant in order to stop the recurring transaction.

  • 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.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Subsequent Variable Rate Transactions From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

  • 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.

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