Potential Transaction Sample Clauses

Potential Transaction. You acknowledge that (i) the Company will conduct the process for the Potential Transaction in its sole discretion (including, without limitation, negotiating with any prospective party and entering into definitive agreements without prior notice to you or any other person), (ii) any procedures relating to the Potential Transaction may be changed at any time without notice to you or any other person, (iii) the Company shall have the right, in its sole discretion, to reject or accept any potential party, proposal, or offer, and to terminate any discussions and negotiations, at any time and for any or no reason, and (iv) you shall have no claims whatsoever against the Company or the Company’s Representatives arising out of or relating to such actions.
Potential Transaction. The Investor agrees that it shall make reasonable best efforts to locate, and secure an entity with which the Company would engage in a reverse merger or other similar transaction, and to review documentation related to and assist in the negotiation of the related transaction (the "FUTURE TRANSACTION"); provided, however, that any such Future Transaction and the terms hereof shall be subject to the approval of the Board of Directors of the Company and, if required, the Company's shareholders; provided further that the Investor, or its affiliates, shall receive no salary or consulting fees from the Company in connection with its obligations under this Section 5.5.
Potential Transaction. Counterpartiesthe Company will, and will cause its non-legal advisors (including the Company’s financial advisor) to, provide:
Potential Transaction. During the Term of this Agreement, Axia or one of its Affiliates may wish to negotiate with Nuvo regarding Axia or one of its Affiliates exploring an equity investment opportunity in Nuvo or entering into a joint venture or other similar transaction with Nuvo beyond the scope of this Agreement. The Parties agree that upon Axia’s written request, Nuvo and Axia will discuss, in good faith, proposals and terms to achieve such potential transaction. Nothing contained in this section shall be read as requiring Axia to make such a request or proposal or requiring Nuvo to accept any such proposal or either Party to consummate a transaction. Both Parties understand and agree that both Parties shall remain free to negotiate or deal with others at any time at their option. The Parties hereto agree that unless and until a definitive agreement between the Parties with respect to any potential transaction contemplated by this Section 2.2.1 has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such transaction by virtue of this Agreement or any written or oral expression with respect to such transaction except, in the case of this Agreement, for the matters specifically agreed to herein.
Potential Transaction. The parties acknowledge and agree that unless and until a written definitive agreement concerning a transaction arising out of the Purpose (a “Transaction”) has been duly executed, neither party nor any of its respective Representatives will have any obligation with respect to any Transaction, with respect to the procedures employed in connection therewith, or with respect to any representations, warranties or covenants made by either party, whether by virtue of this agreement or any other written or oral expression with respect to a Transaction (except as specifically provided in this agreement).
Potential Transaction. 20 Purchase...........................1
Potential Transaction. 3.15 Pre-Closing Taxes................................................3.7

Related to Potential Transaction

  • Commercial Transaction TO INDUCE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, TO ENTER INTO THE TRANSACTIONS EVIDENCED BY THE NOTE AND ANY OTHER LOAN DOCUMENTS, THE GUARANTOR AGREES THAT THESE ARE COMMERCIAL TRANSACTIONS AND NOT CONSUMER TRANSACTIONS, AND WAIVES ANY RIGHT TO NOTICE AND A HEARING UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, AS AMENDED, OR UNDER ANY OTHER FEDERAL OR STATE STATUTE OR STATUTES OR FOREIGN LAWS AFFECTING PREJUDGMENT REMEDIES, AND AUTHORIZES AGENT’S ATTORNEY TO ISSUE A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER, PROVIDED THE COMPLAINT SHALL SET FORTH A COPY OF THIS WAIVER, AND WAIVE ANY CLAIM IN TORT, CONTRACT OR OTHERWISE AGAINST AGENT’S ATTORNEY WHICH MAY ARISE OUT OF SUCH ISSUANCE OF A WRIT FOR A PREJUDGMENT REMEDY WITHOUT COURT ORDER. FURTHER, IN THE EVENT AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, SEEKS TO TAKE POSSESSION OF ANY OR ALL OF GUARANTOR’S PROPERTY OR OTHER ASSETS BY COURT PROCESS OR OTHER METHOD AVAILABLE UNDER THE LAW, THE GUARANTOR IRREVOCABLY WAIVES ANY BOND AND ANY SURETY OR SECURITY RELATING THERETO REQUIRED BY ANY STATUTE, COURT RULE OR OTHERWISE AS AN INCIDENT TO SUCH POSSESSION, AND WAIVES ANY DEMAND FOR POSSESSION PRIOR TO THE COMMENCEMENT OF ANY SUIT OR ACTION TO RECOVER WITH RESPECT THERETO. SPECIFICALLY, THE GUARANTOR RECOGNIZES AND UNDERSTANDS THAT THE EXERCISE BY AGENT OF THE RIGHTS DESCRIBED ABOVE MAY RESULT IN THE ATTACHMENT OF OR LEVY AGAINST SUCH GUARANTOR’S PROPERTY, AND SUCH WRIT FOR A PREJUDGMENT REMEDY WILL NOT HAVE THE PRIOR WRITTEN APPROVAL OR SCRUTINY OF A COURT OF LAW OR OTHER JUDICIAL OFFICER AND THE GUARANTOR WILL NOT HAVE THE RIGHT TO ANY NOTICE OR PRIOR HEARING WHERE THE GUARANTOR MIGHT CONTEST SUCH A PROCEDURE. THE INTENT OF THE GUARANTOR IS TO GRANT TO THE AGENT, FOR ITSELF AND ON BEHALF OF THE LENDERS, FOR GOOD AND VALUABLE CONSIDERATION THE RIGHT TO OBTAIN SUCH A PREJUDGMENT REMEDY AND TO EXPRESS ITS BELIEF THAT ANY SUCH PREJUDGMENT REMEDY OBTAINED IS VALID AND CONSTITUTIONAL UNLESS A COURT OF COMPETENT JURISDICTION SHOULD DETERMINE OTHERWISE.

  • Material Transactions Prior to the Closing, no Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other Parties):

  • Unusual Transactions All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

  • Principal Transactions The Trustees may, on behalf of the Trust, buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with any investment adviser, distributor, or transfer agent for the Trust or with any Affiliated Person of such Person; and the Trust may employ any such Person, or firm or Company in which such Person is an Affiliated Person, as broker, legal counsel, registrar, investment adviser, distributor, administrator, transfer agent, dividend disbursing agent, custodian, or in any capacity upon customary terms, subject in all cases to applicable laws, rules, and regulations and orders of regulatory authorities.

  • Manual Transactions If there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to the fund prices should be communicated by facsimile or by electronic transmission acceptable to Transfer Agent, and will include for each day on which an adjustment has occurred the incorrect Fund price, the correct price, and, to the extent communicated to the applicable Fund’s shareholders, the reason for the adjustment. Funds and Transfer Agent agree that the Insurance Company may send this notification or a derivation thereof (so long as such derivation is approved in advance by Funds or AFD, as applicable) to Contractholders whose accounts are affected by the adjustment.

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Material Transactions or Affiliations There is no contract, agreement or arrangement between NHT and any person who was, at the time of such contract, agreement or arrangement an officer, director or person owning of record, or known by NHT to own beneficially, five percent or more of the issued and outstanding Common Stock and which is to be performed in whole or in part after the date hereof. NHT has no commitment, whether written or oral, to lend any funds to, borrow any money from or enter into any other material transactions with, any such affiliated person.

  • Competing Transaction (a) This Agreement is subject to approval by the Bankruptcy Court and the consideration of Sellers of higher and better competing bids (each a “Competing Bid”). From the date hereof (and any prior time) and until the completion of the auction contemplated hereby or as otherwise directed by the Bankruptcy Court, Sellers are permitted to cause their respective representatives and Affiliates to initiate contact with, solicit or encourage submission of any inquiries, proposals or offers by, any Person (in addition to Buyer and its Affiliates, agents and representatives) in connection with any sale or other disposition of the Purchased Assets. In addition, Sellers shall have the responsibility and obligation to respond to any inquiries or offers to purchase all or any part of the Purchased Assets and perform any and all other acts related thereto which are required under the Bankruptcy Code or other applicable law, including supplying information relating to the Business and the assets of Sellers to prospective buyers.

  • 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.

  • Competing Transactions From the date of this Agreement until the earlier to occur of the Closing and the termination of this Agreement, the Company shall provide written notice to each Purchaser not less than 48 hours prior to the Company or any Subsidiary of the Company (i) entering into a definitive agreement providing for a Competing Transaction or (ii) filing a motion with the Bankruptcy Court seeking to obtain bid procedures or bid protections for or in connection with a Competing Transaction.