Seaport Transaction Sample Clauses

Seaport Transaction. The Borrower previously entered into an agreement with Seaport Global Securities LLC ("Seaport") in which, among other things, Seaport agreed to repurchase on the Borrower's behalf certain Permitted Senior Debt in one or more open market purchases in exchange for repayment in cash or issuance of certain Equity Interests to Seaport (collectively, the "Seaport Transaction"). Borrower has requested that the Lenders consent to its entry into and consummation of the Seaport Transaction and consent to its use of a portion of the net cash proceeds of the December 2016 Equity Issuance to repay Seaport in full for total consideration of not more than $2,167,000 (the "Seaport Repayment"). The Lenders party hereto hereby consent to the Borrower's entry into and consummation of the Seaport Transaction and the Seaport Repayment, notwithstanding any provision in the Loan Documents that might otherwise prohibit the Borrower's entry into and consummation of the Seaport Transaction and the Seaport Repayment, including but not limited to Section 9.02 of the Original Credit Agreement, and waive the requirements of any provision of the Loan Documents that might otherwise prohibit the Borrower's entry into and consummation of the Seaport Transaction and the Seaport Repayment or, without such waiver, result in a breach of any Loan Document or a Default or Event of Default thereunder as a result of the Seaport Repayment. Notwithstanding the foregoing, the parties hereto acknowledge and agree that no assertion has been made by the Lenders or acknowledged by the Loan Parties as to the existence of any specific prohibition, breach, Default or Event of Default arising as a result of the Borrower's entry into and consummation of the Seaport Transaction and the Seaport Repayment. This consent is limited and does not relate to any other covenant or provision of the Original Credit Agreement or any other Loan Document.
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Related to Seaport Transaction

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • 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.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • 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.

  • Consummation of Related Transactions Agent shall have received fully executed copies of each of the Related Transactions Documents, each of which shall be in full force and effect in form and substance reasonably satisfactory to Agent. The Related Transactions shall have been consummated in accordance with the terms of the Related Transactions Documents.

  • Non-Arm’s Length Transactions Except in respect of transactions between or among the Borrower and/or one or more of its Wholly-Owned Subsidiaries, the Borrower shall not, nor shall it permit any Subsidiary to, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any Related Party except upon fair and reasonable terms, which terms are not less favourable to the Borrower or its Subsidiaries than it would obtain in an arm’s length transaction and, if applicable, for consideration which equals the fair market value of such property or other than at a fair market rental as regards leased property.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • 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.

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