Strategic Transaction Clause Samples

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. A Strategic Transaction shall be deemed to occur if at any time during the term of this Agreement any of the following events occur: (i) The Company is merged, consolidated or reorganized into or with another corporation or other legal person, and as a result of such merger, consolidation or reorganization, less than 50% of the combined voting power of the then- outstanding securities of such corporation or person immediately after such transaction are held in the aggregate by the holders of Voting Stock (as that term is hereafter defined) of the Company immediately prior to such transaction; (ii) The Company sells or otherwise transfers all or substantially all of its assets to any other corporation or other legal person, and as a result of such sale or transfer, less than 50% of the combined voting power of the then-outstanding voting securities of such corporation or person are held in the aggregate by the holders of Voting Stock of the Company immediately prior to such sale; (iii) There is a report filed on Schedule 13D or Schedule 14D-1 (or any successor schedule, form or report), each as promulgated pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), disclosing that any person as the term "person" is used in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the beneficial owner (as the term "beneficial owner" is defined under Rule 13d-3 or any successor rule or regulation promulgated under the Exchange Act) of securities representing 20% or more of the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of members of the Board of Directors of the Company ("Voting Stock");

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: (a) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions up to the [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions; (b) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US Dollars (US$[***]) and up to [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions; (c) [***] percent ([***]%) of the aggregate Net Proceeds from all Strategic Transactions in excess of [***] US Dollars (US$[***]) in Net Proceeds received from all Strategic Transactions (sub-sections (a), (b) and (c) together, “Strategic Transaction Revenues”). The following examples shall illustrate the principle: • For example, if GBT enters into a Strategic Transaction and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on such Strategic Transaction shall equal US$[***] calculated as follows: [***] = US$[***] Strategic Transaction Revenues • For example, if GBT (a) enters into a first Strategic Transaction (Partner Agreement) and receives US$[***] as Net Proceeds and (b) subsequently enters into a second Strategic Transaction (Change of Control) and receives US$[***] as Net Proceeds, then Strategic Transaction Revenues owed to Roche on both Strategic Transactions together shall equal US$[***] calculated as follows: [***] = US$[***] Strategic Transaction Revenue A Strategic Transaction shall not be structured to avoid payments to Roche otherwise due to Roche under this Agreement. Consideration that Roche receives pursuant to this Section 10.8.1 is in addition to the upfront payment, development event payments, sales based event payments and royalty payments pursuant to Sections 10.1, 10.2, 10.3 and 10.4 above with no right of offset (but subject to any adjustment to royalties that are included in Net Proceeds as provided in the definition of Net Proceeds). For the avoidance of doubt, should GBT enter into multiple Strategic Transactions, then the Net Proceeds of all such Strategic Transactions shall be considered on an aggregate basis, as and when received, for the purpose of calculating Strategic Transaction Revenues pursuant to this Section 10.8.1.

Strategic Transaction. The Company will use commercially reasonable efforts to enter into and consummate a strategic transaction that results in the material expansion of the potential commercial market opportunity of its therapeutic assets as soon as practicable following the Closing.

Strategic Transaction. In the event of any proposed transaction (an “Acquisition Transaction”), the consummation of which would be reasonably likely to result in any person or entity, other than the Company, assuming control or exerting influential decision-making authority over the manufacture and sale of the Royalty Products (the “Acquiror”) (including, but not limited to, (i) a sale or transfer of the Company or Solx, (ii) a sale, transfer or license of the business, or all or substantially all of the assets, of the Company or Solx or (iii) a sale, transfer or license of the business, or all or substantially all of the assets, of the Company or Solx as they relate only to Royalty Products), the Company shall not consummate such Acquisition Transaction unless and until the Acquiror assumes all of the Company’s outstanding obligations under this Agreement as though the Acquiror were the Company hereunder, including, without limitation, the obligation to make the Royalty Payments pursuant to Section 6. This Section 7 shall apply regardless of the form and structure of the Acquisition Transaction in question, whether it may consist of a single transaction or a related series of transactions or whether it may be effected by merger, consolidation, sale or other transaction or whether it may be for valuable consideration or not.

Strategic Transaction. (i) For purposes of this Agreement, “Strategic Transaction” means (i) the sale of all, or substantially all, of the assets of or equity in Borrowers (by merger, share purchase or otherwise), or (ii) an equity issuance transaction or debt refinancing transaction; provided that, in each case, such transaction (x) is consummated in accordance with the terms of the Financing Documents (including this Agreement), (y) will result in Borrowers’ receipt of net cash proceeds in an amount sufficient to pay the Obligations in full at the closing of such transaction, and (z) provides for the payment in full of the Obligations as a condition precedent to the closing of such transaction.

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. A "Strategic Transaction" --------------------- shall mean (i) the sale by the Corporation of all, or substantially all, of the assets of the Corporation; (ii) the merger of the Corporation with or into another entity; or (iii) a tender offer accepted by at least the holders of a majority of the Corporation's then outstanding Common Stock.

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 ▇▇▇▇▇▇ ▇▇▇▇ Entities, which approval shall not be unreasonably withheld. In consideration for the assistance of the ▇▇▇▇▇▇ ▇▇▇▇ 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 ▇▇▇▇▇▇ ▇▇▇▇ Entities $3,000,000. ARTICLE VII MISCELLANEOUS Section 7.1.