Strategic Transaction. A Strategic Transaction shall be deemed to occur if at any time during the term of this Agreement any of the following events occur:
Strategic Transaction. The term “
Strategic Transaction. The Company or any Subsidiary may engage in any Strategic Transaction permitted by this Debenture provided that any such Strategic Transaction, individually or together with other Strategic Transactions entered into by the Company or any Subsidiary, does not have a material adverse effect on the Holder’s or the Agent’s security interest in the Collateral (as defined in the Security Agreement) or the Company’s ability to perform its obligations under this Debenture, including, without limitation, the repayment of the principal amount hereof when and as due hereunder.
Strategic Transaction. 10.8.1 Payments under Net Proceeds For each Strategic Transaction consummated, GBT or the Change of Control Group (as applicable) shall, on an incremental basis, pay to Roche the following amounts of any Net Proceeds as and when such Net Proceeds are received:
Strategic Transaction. For purposes of this Agreement, the term “Strategic Transaction” means (i) any merger, consolidation, reorganization, reverse take-over or other business combination pursuant to which the businesses of a third party are combined with that of the Company; (ii) the acquisition, directly or indirectly, by the Company of all or a substantial portion of the assets or common equity of a third party by way of negotiated purchase or otherwise; (iii) the acquisition, directly or indirectly, by a third party of all or a substantial portion of the assets or common equity of the Company by way of negotiated purchase or otherwise; or (iv) any joint venture. In connection with a proposed Strategic Transaction, Arcview’s Advisory Services will include the following, among other things:
Strategic Transaction. For purpose of this Agreement, “
Strategic Transaction. Each of the VGS Parties acknowledges (i) the existence of certain covenants provided by Elite to purchasers of Elite's Series B Preferred Stock and (ii) that Elite is relying upon the representations and warranties of such VGS Party set forth in this Section 2.3 in determining the applicability of such covenants to the transactions contemplated by the Strategic Alliance Documents. As of the Closing, VS operates a pharmaceutical consulting and strategic advisory business that assists drug development companies in the planning, development, manufacturing and/or regulatory approval of pharmaceutical products and that such business is, to the knowledge of VS, synergistic with the business of Elite. No VGS Party is in the primary business of investing in securities. VS shall provide actual services to Elite under the Advisory Agreement and actual services to Novel under the Employment Agreement, each of which shall be beneficial to the business of Elite.
Strategic Transaction. Each of the Parent and the Purchaser acknowledges that the Company is relying upon the representations and warranties of each of the Parent and the Purchaser set forth in this Section 3.2 in determining the applicability of such covenants to the transactions contemplated by the Transaction Documents. As of the Initial Closing Date, the Parent is a drug development company and the Purchaser is a wholly-owned subsidiary of the Parent and that the businesses of each of the Parent and the Purchaser is synergistic with the business of the Company. Neither the Parent nor the Purchaser is in the primary business of investing in securities. The obligations of each of the Parent and the Purchaser under this Agreement and the other Transaction Documents shall be beneficial to the business of the Company.
Strategic Transaction. Promptly following the date hereof, the --------------------- Company shall seek to engage an investment bank to assist the Company in consummating a strategic transaction with a third party. Such investment bank shall be subject to the approval of the Xxxxxx Xxxx Entities, which approval shall not be unreasonably withheld. In consideration for the assistance of the Xxxxxx Xxxx Entities in consummating such a strategic transaction, at the time Ascent pays the investment bank its success fee in connection with the consummation of the strategic transaction, it shall pay to the Xxxxxx Xxxx Entities $3,000,000. ARTICLE VII MISCELLANEOUS Section 7.1.
Strategic Transaction. Except as provided in the succeeding sentence of this Section 10.2(f), promptly provide, on a continuing basis, all information relating to any possible Strategic Transaction (including, without limitation, any possible initial public offering of common stock), including, without limitation, copies of any and all valuations of the Borrower's assets or business operations undertaken in connection therewith and/or any and all securities law filings made or to be made in connection therewith. The Borrower does not need to provide such information to the extent that it does not relate to an initial public offering of common stock and further relates to a unsolicited proposal made to the Borrower by an entity that the Borrower reasonably believes does not have the financial ability to consummate such a proposal.
