The Acquisition Transaction Sample Clauses

The Acquisition Transaction. Subject to the terms and conditions of this Agreement:
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The Acquisition Transaction. Subject to the terms and conditions of this Agreement, at the Closing ENB will purchase from Bancshares, and Bancshares will sell to ENB, all 1,000 issued and outstanding shares of common stock, $100 par value, of the Bank in exchange for the Purchase Price specified herein.
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The Acquisition Transaction. Each Stockholder and the Company shall use all reasonable efforts to complete the Acquisition Transaction within sixty (60) days after receipt by the Company of the Acquisition Notice, including but not limited to the following:
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The Acquisition Transaction. At the Closing, BB will, validly and effectively, grant, sell, convey and assign to SB, upon and subject to the terms and conditions of this Agreement, all right, title and interest in and to all the assets, properties and rights, tangible and intangible, which are used in, are necessary for, or otherwise constitute the business of BB (the “Acquired Assets”) other than Excluded Assets identified in Section 2.2 hereof, and SB shall assume, subject to the terms and conditions of this Agreement, the Assumed Obligations as hereinafter defined, free and clear of all liens, pledges, security interests, charges, claims, restrictions and other encumbrances or defects of title of any nature whatsoever as follows:
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The Acquisition Transaction. Subject to the terms and conditions of this Agreement, Acquisition Company will merge with and into USB (the "Merger") under the terms set forth in the related Merger Agreement (the "Merger Agreement") to be executed prior to the Closing Date by and between USB and Acquisition Company in substantially the form set forth in Exhibit A to this Agreement, whereby the shareholders of USB will receive the consideration as set forth in this Agreement and the Merger Agreement. Exchange hereby undertakes to pay and to execute and deliver or cause to be paid and delivered all cash and promissory notes of Exchange required to be paid and delivered to the shareholders of USB pursuant to this Agreement and the Merger Agreement. The shareholders of USB will receive the amount of cash and promissory notes of Exchange that will equal their respective percentage ownership interest in the outstanding shares of USB Common Stock as of the Effective Time multiplied by the total amount of consideration payable in the Merger as set forth in Section 1.07 of this Agreement (as defined therein, the "Merger Consideration"); provided, however, that only the shareholders designated in Section 1.07(a)(i) shall receive both cash and promissory notes in the Merger and the amount of cash to be paid to each USB shareholder shall be proportionately adjusted so that the total consideration received by each, valuing the promissory notes at face value, shall be in proportion to their respective stock interests. Upon consummation of the Merger, the separate corporate existence of Acquisition Company will cease and USB will be the surviving corporation in the Merger (the "Surviving Corporation").
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The Acquisition Transaction. 3 2.01 The Acquisition Transaction.................................... 3 2.02 Closing........................................................ 4 2.03 Method of Effecting the Merger and Effective Time.............. 4 2.04
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Related to The Acquisition Transaction

  • 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.

  • The Acquisition Upon the terms and subject to the conditions hereof, at the Closing (as hereinafter defined) the parties shall do the following:

  • 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.

  • Consummation of Acquisition Concurrently with the making of the initial Loans, (i) the Buyer shall have purchased pursuant to the Acquisition Documents (no provision of which shall have been amended or otherwise modified or waived in a manner that is materially adverse to the Lenders’ interests) without the prior written consent of the Agents), and shall have become the owner, free and clear of all Liens, of all of the Acquisition Assets, (ii) the proceeds of the initial Loans shall have been applied in full to pay a portion of the Purchase Price payable pursuant to the Acquisition Documents for the Acquisition Assets and the closing and other costs relating thereto, and (iii) the Buyer shall have fully performed all of the obligations to be performed by it under the Acquisition Documents.

  • Merger Transaction Section 2.1

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Limited Condition Transactions (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (i) determining compliance with any provision of this Agreement which requires the calculation of the First Lien Leverage Ratio, the Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio or any other financial ratio; or (ii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of Consolidated Total Assets or Consolidated EBITDA, if any), in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such transaction is permitted hereunder shall be deemed to be the date (the “LCT Test Date”), (x) the definitive agreement for such Limited Condition Transaction is entered into (or, in respect of any transaction described in clause (ii) of the definition of “Limited Condition Transaction,” delivery of irrevocable notice, declaration of dividend or similar event), and not at the time of consummation of such Limited Condition Transaction or (y) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law in another jurisdiction), the date on which a “Rule 2.7 announcement” of a firm intention to make an offer (or equivalent announcement in another jurisdiction) (a “Public Offer”) in respect of a target of such acquisition, and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent test period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with.

  • Shareholder Transactions (i) Process shareholder purchase and redemption orders in accordance with conditions set forth in the Trust's prospectus.

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

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