The Contemplated Transactions Sample Clauses

The Contemplated Transactions and the consummation of the Closing shall not be illegal or prohibited under any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfer contemplated hereby or the consummation of the Closing, or imposing damages in respect thereto, shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority) that would reasonably be expected to have a material adverse effect on the Contemplated Transactions.
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The Contemplated Transactions. The scope of this waiver is intended to be all-encompassing of any and all disputes that may be filed in any court and that relate to the subject matter of the Contemplated Transactions, including contract claims, tort claims, breach-of-duty claims, and all other common law and statutory claims. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.
Sample 1
The Contemplated Transactions. 2.1 The Mergers 24 2.2 Closing; Effective Times 25 2.3 Effects of the Mergers 25 2.4 Organizational Documents 26 2.5 Management of the First-Step Surviving Corporation and the Surviving Entity 26 2.6 Effect of First Merger on Capital Stock 26 2.7 Effect of First Merger on Company Options 30 2.8 Treatment of Company Restricted Stock Awards and Company RSU Awards in Connection with First Merger 31 2.9 Treatment of Equity Awards 32 2.10 Rights Cease to Exist 33 2.11 No Fractional Shares; No Transfer of Rights 33 2.12 Delivery of Calculations 33 2.13 Payments At Closing 34 2.14 Non-Conversion 35 2.15 Exchange Agent; Submission of Letters of Transmittal 35 2.16 No Liability 36 2.17 Withholding Taxes 37 2.18 Adjustments 37 2.19 Effect of the Second Merger on Capital Stock 37 2.20 Milestones 37 2.21 Tax Treatment 40 2.22 Further Action 41 ARTICLE III
Sample 1
The Contemplated Transactions. Subject to and upon the terms and conditions of this Agreement and the applicable provisions of the Corporate Law, on the Closing Date, Seller shall sell, assign, transfer, and deliver, free and clear of all Encumbrances, all of the Company Equity Interests to Buyer (such time, the “Effective Time”). In consideration of the sale and transfer of the Company Equity Interests to Buyer, and upon transfer to Buyer of Seller’s certificate or certificates (if any) representing the Company Equity Interests, at the Effective Time, Buyer shall issue to Seller the Purchase Consideration (the Escrow Securities included as part of the Purchase Consideration to be held in escrow pursuant to Section 2.8 below).
Sample 1
The Contemplated Transactions. 22 2.1 The Mergers 22 2.2 Closing; Effective Times 22 2.3 Effects of the Mergers 23 2.4 Organizational Documents 23 2.5 Management of the First-Step Surviving Corporation and the Surviving Entity 24 2.6 Effect of First Merger on Capital Stock 24 2.7 Effect of First Merger on Company Options and Company Restricted Stock 25 2.8 Effect of First Merger on Outstanding Employee Loan 27 2.9 Rights Cease to Exist 27 2.10 No Fractional Shares 27 2.11 Payout Spreadsheet 27 2.12 Payments at Closing. 28 2.13 Transfer Books; No Further Ownership Rights in Company Capital Stock 28 2.14 No Liability 29 2.15 Withholding Taxes 29 2.16 Effect of the Second Merger on Capital Stock 29 2.17 Tax Treatment. 30 2.18 [Intentionally Omitted.] 30 2.19 Exchange Agent. 30 2.20 Unaccredited Investors 31 2.21 Further Action 31 TABLE OF CONTENTS (continued) Page ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 31 3.1 Organization and Good Standing 32 3.2 Authority Relative to this Agreement 32 3.3 Capitalization 33 3.4 Non-Contravention 34 3.5 Brokers’ Fees 34 3.6 Title to Assets 34 3.7 Financial Statements 35 3.8 Undisclosed Liabilities 36 3.9 Absence of Certain Changes 36 3.10 Litigation; Compliance with Laws 38 3.11 Tax Matters 38 3.12 Intellectual Property 41 3.13 Privacy and Information Security 45 3.14 Health Care Matters 47 3.15 Other Regulatory Compliance 48 3.16 Contracts 49 3.17 Company Employee Plans 52 3.18 Employees; Labor Relations 54 3.19 Environmental and Safety Laws 56 3.20 Insurance 57 3.21 Certain Business Relationships 57 3.22 Books and Records 57 3.23 Permits 57 3.24 Anti-Bribery and Anti-Corruption, Anti-Money Laundering, Export Control and Sanctions Laws 58 3.25 No PPP Loans 60 3.26 Vendors 60 3.27 HSR Act 60 3.28 Disclaimer 60 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBS 61 4.1 Organization and Good Standing 61 4.2 Authority Relative to this Agreement 61 4.3 Non-Contravention 61 TABLE OF CONTENTS (continued) Page 4.4 Capitalization 62 4.5 Valid Issuance of Shares 62 4.6 Litigation; Compliance with Laws 62 4.7 Brokers’ Fees 63 4.8 Tax Treatment 63 4.9 Financial Statements 63 4.10 Series C Bringdown 63 4.11 Reliance 71 ARTICLE V CERTAIN COVENANTS AND AGREEMENTS 72 5.1 Conduct of the Business 72 5.2 Access to Books and Records 76 5.3 Intentionally Omitted 76 5.4 Exclusive Dealing 76 5.5 Tax Matters 77 5.6 Data Room 81 5.7 Termination of 401(k) Plan 82 5.8 Section 280G 82 5.9 Officers and Directors Insurance and Indemnification 82 5.10 ...
Sample 1
The Contemplated Transactions and the consummation of the Closing shall not be illegal or prohibited under any Applicable Law. No temporary restraining order, preliminary or permanent injunction, cease and desist order or other order issued by any court of competent jurisdiction or any competent Governmental Authority or any other legal restraint or prohibition preventing the transfers contemplated hereby or the consummation of the Closing shall be in effect, and there shall be no pending or threatened actions or proceedings by any Governmental Authority (or determinations by any Governmental Authority).
Sample 1
The Contemplated Transactions 
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Related to The Contemplated Transactions

  • Contemplated Transactions “Contemplated Transactions” shall mean the Merger and the other transactions contemplated by the Agreement.

  • Related Transactions 10 4.9 Insurance.............................................................................10 4.10

  • Validity of Contemplated Transactions The execution, delivery and performance of this Agreement by Buyer, the execution, delivery and performance by Buyer of the Collateral Documents to which it is a party and the consummation of the Transactions do not and will not (a) contravene any provision of the organizational documents of Buyer, or (b) constitute a breach of, or result in a Default under, or cause the acceleration of any payments pursuant to, any agreement, contract, indenture, lease or mortgage to which Buyer is a party or by which either Buyer or its assets is bound, or violate any provision of any applicable Law, permit or license to which Buyer is subject, where any such breaches, Defaults or violations would materially impair the ability of Buyer to consummate and perform the Transactions.

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

  • Transactions identified under Section 2 of this Agreement shall be deemed exception services ("Exception Services") when such transactions:

  • Validity of Contemplated Transactions, etc The execution, delivery and performance of this Agreement by Purchaser does not and will not violate, conflict with or result in the breach of any term, condition or provision of, or require the consent of any other party to, (a) any existing law, ordinance, or governmental rule or regulation to which Purchaser is subject, (b) any judgment, order, writ, injunction, decree or award of any court, arbitrator or governmental or regulatory official, body or authority which is applicable to Purchaser, (c) the charter documents or By-Laws of, or any securities issued by, Purchaser, or (d) any mortgage, indenture, agreement, contract, commitment, lease, plan or other instrument, document or understanding, oral or written, to which Purchaser is a party or by which Purchaser is otherwise bound. Except as aforesaid, no authorization, approval or consent of, and no registration or filing with, any governmental or regulatory official, body or authority is required in connection with the execution, delivery and performance of this Agreement by Purchaser.

  • Consummation of the Transactions Subject to the terms and conditions of this Agreement, each party shall use its commercially reasonable efforts to cause the Closing to occur upon the terms and conditions set forth herein. FCG shall cooperate with the Investor, and the Investor shall cooperate with FCG, in filing any necessary applications, reports or other documents with, giving any notices to, and seeking any consents from, all Governmental Entities and all third parties as may be required in connection with the consummation of the transactions contemplated by this Agreement, and each party requesting such cooperation shall reimburse the other party's reasonable out-of-pocket expenses in providing such cooperation.

  • Other Transactions The transactions contemplated by the Sale and Servicing Agreement to be consummated on the Closing Date shall be consummated on such date.

  • The Transactions (a) It is acknowledged and agreed that, notwithstanding any other provision of this Agreement to the contrary, the facility provided under this Agreement is (i) a committed facility with respect to the Committed Amount and (ii) an uncommitted facility with respect to the Uncommitted Amount, and Purchaser shall have no obligation to enter into any Transactions hereunder with respect to the Uncommitted Amount. All purchases of Mortgage Loans hereunder shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount.

  • Consummation of the Transaction Each Party shall, and shall cause its respective Affiliates to, (i) make or cause to be made any filings to the extent required or requested of such Party or any of its Affiliates under any applicable Laws or by any Governmental Authority with competent jurisdiction with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable; (ii) reasonably cooperate with the other Parties and furnish all information in such Party’s possession that is necessary in connection with any other Party’s filings; (iii) use commercially reasonable efforts to secure the expiration or termination of any applicable waiting period and clearance or approval by any relevant Governmental Authority with respect to this Agreement and the other Transaction Documents as promptly as is reasonably practicable (including, with respect to Acquirors, by refraining from acquiring or seeking to acquire any entity or assets (other than pursuant to the transactions contemplated by this Agreement) that would present a material risk of delaying or making it more difficult to secure such Required Approvals); (iv) promptly inform the other Parties of (and, at any other Party’s reasonable request, supply to such other Party) any communication (or other correspondence, submission or memoranda) from or to, and any proposed understanding or agreement with, any Governmental Authority in respect of any applicable filings; (v) comply, as promptly as is reasonably practicable and with due regard to maintaining the confidentiality of information that would be commercially harmful if publicly disclosed, with any requests received by such Party or any of its Affiliates under any Laws for additional information, documents, submissions or other materials; (vi) use commercially reasonable efforts to respond to and resolve any objections as may be asserted by any Governmental Authority with respect to this Agreement and the other Transaction Documents; and (vii) use commercially reasonable efforts to contest and resist any Proceeding instituted (or threatened in writing to be instituted) by any Governmental Authority challenging this Agreement and the other Transaction Documents as violative of any Law. Notwithstanding anything to the contrary in this Section 6.2, materials and information provided to another Party or its outside counsel may be redacted, or to the extent reasonably necessary withheld entirely, (x) to remove references or other information concerning the valuation of the Subject Interests, (y) as necessary to comply with contractual arrangements (other than any contractual arrangements specifically entered into in order to avoid disclosure under this Section 6.2) and (z) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns. Notwithstanding anything to the contrary in this Agreement, no Acquiror, nor any of the Equity Investors, nor any of their respective Affiliates or Subsidiaries (including, for the avoidance of doubt, any direct or indirect portfolio companies of investment funds advised or managed by an Equity Investor or its Affiliates) will be required to sell, license, divest of, hold separate or dispose of its or any of its Affiliates’ businesses, product lines or assets or any interest therein.

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