The Proposed Transaction Clause Examples
The "Proposed Transaction" clause defines and describes the specific deal, arrangement, or set of actions that the parties intend to undertake as part of their agreement. It typically outlines the nature of the transaction, such as the sale of assets, merger, or partnership, and may include key terms like the parties involved, the subject matter, and the intended structure. By clearly identifying what constitutes the proposed transaction, this clause ensures that all parties have a mutual understanding of the deal's scope and objectives, thereby reducing ambiguity and potential disputes about what is being agreed upon.
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The Proposed Transaction. The parties hereto intend to effect a strategic business combination through a reverse triangular merger of Merger Sub with and into Company (the “Merger”), with Company being the Surviving Corporation and, thereafter, a wholly-owned subsidiary of Parent.
The Proposed Transaction a. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers will sell and transfer the Sellers' Goodwill to Buyer, and Buyer will purchase the Sellers' Goodwill from the Sellers. In reliance on this Agreement, in
The Proposed Transaction. Upon the terms and conditions of this Agreement, the parties intend to effect a strategic business combination pursuant to which the Company will merge with and into Parent (the “Merger”). Parent will be the surviving corporation in the Merger (the “Surviving Corporation”). It is the intention of Parent that, immediately following the Merger, each of the following will occur in immediate succession: (a) Summit Delaware Financial Corporation, a wholly-owned Subsidiary of the Company (“Company HoldCo Sub”), will merge with and into The New Galveston Company, Inc., a Delaware company and wholly owned Subsidiary of Parent (“Parent HoldCo Sub”) with Parent HoldCo Sub being the surviving corporation (the “Delaware Merger”), and (b) Summit Bank, National Association, a wholly-owned Subsidiary of Company HoldCo Sub (“Company Bank Sub”) will merge (the “Bank Merger”) with and into The Frost National Bank, a wholly-owned Subsidiary of Parent HoldCo Sub (“Parent Bank Sub”) with Parent Bank Sub being the surviving bank (the “Bank Merger”). The Delaware Merger and Bank Merger sometimes are collectively referred to herein as the “Other Mergers”.
The Proposed Transaction. The parties intend to effect a business combination through the merger of Seller with and into Purchaser (the “Parent Merger”).
The Proposed Transaction. The parties to this Agreement intend to effect a strategic business combination through the merger of Vision Bancshares with and into Park.
The Proposed Transaction. 2.1 Nature of the Investor and GYBL
2.2 Summary of terms of the Proposed Transaction Consideration Shares
2.2.1 From time to time, and on any day on which Ordinary Shares trade on the exchange operated by the JSE Limited (“JSE”) (“Trading Days”) during the Commitment Period, Mantengu will be entitled, subject to certain conditions (including but not limited to those set out in paragraph 2.3 below) having been and remaining satisfied, to deliver a subscription notice to the Investor to subscribe for Consideration Shares (“Subscription Notice”). Each Subscription Notice will specify the price below which the Company does not wish to issue the Consideration Shares (“Floor Price”) and the aggregate number of Consideration Shares that the Company wishes the Investor to subscribe for (“Draw Down Amount”).
2.2.2 The Investor will (i) be obliged, with respect to the Subscription Notice and the “Pricing Period”, being a period of 15 consecutive Trading Days following the date of delivery of the Subscription Notice (“Notice Date”), to subscribe for such number of Consideration Shares which is at least 50% of the “Pricing Period Obligation”, being a number of Consideration Shares equal to the Draw Down Amount divided by 15 and multiplied by the number of Trading Days during the Pricing Period which is not a “Knockout Day”, as detailed in paragraph 2.2.3 below; and (ii) be entitled, at its sole discretion, to elect to subscribe for up to 200% of the Pricing Period Obligation.
2.2.3 The Subscription Price will be 90% of the average closing bid prices during a Pricing Period, excluding any ‘Knockout Day”, being any Trading Day during a Pricing Period:
(a) on which (i) the amount equal to 90% of the closing bid price is less than the applicable Floor Price; or (ii) the Ordinary Shares are not traded on the JSE or trading thereon is suspended for more than one hour; or (b) in respect of which the Investor elects to treat a Trading Day on which a material adverse event has occurred as a Knockout Day.
2.2.4 On the first Trading Date following each Pricing Period, the Investor will deliver to the Company a notice stating the exact number of Consideration Shares for which it wishes to subscribe and the applicable subscription price (“Closing Notice”), subject to a maximum aggregate amount of R500 million in respect of all prior Closing Notices.
2.2.5 The number of Consideration Shares to be subscribed for by the Investor on a Closing Date will be referred to as the “Issue Amo...
The Proposed Transaction. The parties intend to effect a strategic business combination through the merger of a wholly-owned subsidiary of BBVA to be organized under the laws of Texas (“Merger Sub”), with and into TRBI (the “Merger”), with TRBI the surviving corporation (the “Surviving Corporation”).
The Proposed Transaction. The parties intend for Cephalon to acquire CIMA upon the terms and subject to the conditions of this Agreement. Specifically, upon the terms and subject to the conditions of this Agreement, MergerCo will be merged with and into CIMA (the "Merger"), with CIMA as the surviving corporation. As a result of the Merger, each share of CIMA Common Stock will be converted into the right to receive $34.00 in cash.
The Proposed Transaction. The Proposed Transaction will be a merger between a subsidiary of Carnival and Fairfield based upon a fixed exchange ratio of 0.3164 share of Carnival common stock for each share of Fairfield common stock outstanding (on a total outstanding amount of 44,601,728 shares on the date hereof), the principal terms of which are set forth on Exhibit A hereto.
The Proposed Transaction. The parties intend to effect a strategic business combination through the merger of CB Bancshares with and into Central Pacific (the "Merger"), with Central Pacific the surviving corporation (the "Surviving Corporation").