Prior Transactions. From and after the Effective Date, except for Permitted Acquisitions, no Covered Person has been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.
Prior Transactions. Any transaction entered into between the parties, now existing or hereafter, identified as a Transaction in this Agreement or the relevant Confirmation, whether before, on or after the effective date of this Agreement, is incorporated into this Agreement by reference, shall be a Transaction hereunder and shall be subject to the terms herein
Prior Transactions. Except as disclosed in the Disclosure Schedule Section 12.12, since December 31, 2008, no Covered Person has been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property outside of the ordinary course of business.
Prior Transactions. Except as provided for pursuant to this Agreement (or the Disclosure Letter, there are no outstanding obligations of the Corporation, or due to the Corporation, in connection with any transaction concluded prior to the Closing Date involving the acquisition by the Corporation of the shares or assets of any company.
Prior Transactions. The Absorbing Company shall assume the benefit and/or charge of any prior tax commitment made by the Absorbed Company in connection with prior transactions completed subject to a preferential tax regime with regard to registration duties and/or corporate income tax or sales tax. English translation for information purposes only
Prior Transactions. Each Prior Transaction was completed in compliance with all applicable Laws, including the applicable requirements of the Exchange Act and Securities Act, and the applicable rules of The Nasdaq Capital Market, except for instances of non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Each Prior Transaction received the requisite approval of the Company’s board of directors and stockholders in accordance with the Company’s Restated Certificate of Incorporation, as amended, Bylaws, as amended, and the DGCL. Except as set forth on Section 4.24 of the Company Disclosure Schedule, no claims have been made, or to the Company’s knowledge, threatened, against the Company by the buyer in either Prior Transaction alleging breach of the Definitive Agreements by the Company or seeking indemnification pursuant to the Definitive Agreements. Except as set forth on Section 4.24 of the Company Disclosure Schedule, to the knowledge of the Company’s, all fees and expenses, including legal fees and expenses, incurred by the Company for third party advisors engaged by the Company in connection with the Prior Transactions have been paid in full or accrued.
Prior Transactions. The execution and delivery of this Agreement by Parent, and the performances of this Agreement by Parent, including the exchange of Shares for Parent Stock as contemplated by Section 2.6(a) will not
Prior Transactions. Except as set forth in Section 8.6 of the Disclosure Schedule, the Company is not a party to, or is otherwise obligated in any manner under, any agreement, arrangement or understanding regarding acquisitions, mergers, consolidations, asset sales, joint ventures or similar transactions.
Prior Transactions. Other than this Agreement and as set forth on Schedule 3.26, there has been no transaction involving the Company or any present or past shareholder of the Company pursuant to or as a result of which (a) any of the Company Stock or (b) any asset owned, purportedly owned or otherwise held by the Company, may be transferred or re-transferred to another Person or which gives, or may give rise to, a right of compensation or other payment in favor of another Person under the Law of any relevant jurisdiction.
Prior Transactions. Except as provided for the Xxxxxx Transaction pursuant to the Arrangement Agreement, there are no outstanding obligations of Comamtech or MergerCo in connection with any transaction concluded prior to the Closing Date involving the acquisition by Comamtech or MergerCo of the shares or assets of any company.
