The Proposed Transactions Sample Clauses

The Proposed Transactions. The Lenders and the Issuers hereby acknowledge that the Borrower is engaging in the Proposed Transactions and (subject to Section 8.09(i)) each of the Lenders and Issuers agrees that the separate transactions contemplated by the Proposed Transactions will be permitted under this Agreement, notwithstanding anything herein to the contrary, provided that, upon consummation of the Proposed Transactions, each successor company to the Borrower by merger or consolidation (including, without limitation, New Ashland Inc.) assumes the obligations of the Borrower pursuant to a Joinder Agreement substantially in the form of Exhibit I-1 or Exhibit I-2 hereto. Upon the consummation of the sale or disposition of all of the Borrower's (and its Subsidiaries') interest in the equity of MAP to Marathon Oil Company (and/or its Affiliates), reference to MAP herein (other than in the definition of "Proposed Transactions" or in Section 2.11) shall be deemed to be of no further effect.
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The Proposed Transactions. Upon the terms and subject to the conditions of this Agreement, the parties intend to effect a strategic business combination pursuant to which Merger Sub, a newly formed, wholly owned Subsidiary of Acquirer, will merge with and into the Company (the “Merger”). The Company will be the surviving company in the Merger and shall continue to be governed by the Laws of the State of Delaware immediately thereafter. Following the Merger, at the option of Acquirer, the Company will merge with and into Acquirer with Acquirer being the surviving corporation (the “Acquirer Merger”). The Acquirer Merger sometimes is referred to herein as the “Subsequent Merger”. Immediately prior to the Merger, Radius Bank (“Company Bank”) will terminate its election as a “covered savings association” pursuant to 12 C.F.R. Part 101, move its home office to Utah and reclassify its former home office as a branch (the “Termination and Relocation”). Concurrently with the Merger, Company Bank will convert from a federal savings bank to a national bank (the “Conversion”). Immediately following the Conversion, Acquirer will contribute certain assets and certain operations to the Company Bank and the Company Bank will execute its proposed business plan (the “Contribution and Business Plan Execution”). The Acquirer Merger, the Subsequent Merger, the Termination and Relocation, the Conversion, and the Contribution and Business Plan Execution, are collectively referred to herein as the “Core Transactions” and are also included within the scope of the transactions contemplated by this Agreement.
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The Proposed Transactions. Pursuant to the Framework Agreement, the Parties intend to jointly establish an entity outside the People’s Republic of China (the “PRC”) to act as general partner (the “Co-GP”), which will, together with CLI (and/or its affiliate) and GLP Shanghai (and/or its affiliate) as limited partners, jointly establish a privately offered fund structured as a limited partnership outside the PRC (the “Fund”) (the “Proposed Investment in the Fund”). It is intended that the Fund or its subsidiary shall act as the purchaser in the acquisition of equity interests in a number of subsidiaries directly or indirectly owned by CLI and the Company (the “Target Companies”) which own certain plots of land in the PRC (together with the buildings and structures thereon, the “Properties”) (the “
Sample 1
The Proposed Transactions. 1.1.1 The board of directors (the “Board”) of Allied Technologies Limited (the “Company” and together with its subsidiaries, the “Group”) wishes to announce that the Company had on 2 June 2016 entered into the following agreements:
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The Proposed Transactions. With your assistance, subject to its due diligence and satisfaction of all conditions to closing, ASSAC will seek to consummate the proposed acquisitions (the “Transactions”):
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Related to The Proposed Transactions

  • 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:

  • 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.

  • 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.

  • 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.

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

  • Recurring Transactions If you intend to use your Card for recurring transactions, you should monitor your balance and ensure you have funds available in your Digital Bank Account to cover the transactions. “Recurring transactions” are transactions that are authorized in advance by you to be charged to your Digital Bank Account or Card at substantially regular intervals. We are not responsible if a recurring transaction is declined because you have not maintained a sufficient balance in your Digital Bank Account to cover the recurring transaction. If these recurring transactions may vary in amount, the person you are going to pay should tell you, 10 days before each payment, when it will be made and how much it will be. (You may choose instead to get this notice only when the payment would differ by more than a certain amount from the previous payment, or when the amount would fall outside certain limits that you set.) If your Account was obtained through your employer or you receive electronic deposits of federal payments to your Digital Bank Account: If you have told us in advance to make regular payments (i.e., recurring transactions) from your Digital Bank Account, you can stop the payment by calling the number on the back of your Card, (000) 000-0000, or by sending notice through e-mail to xxxxxxx@xxxx.xxxx, or by mailing notice to MovoCash, Inc., 000 Xxxxxx Xxx., 0xx Xxxxx, Xxxx Xxxx, XX 00000 at least three business days before the scheduled date of the transfer. If you call, we also may require you to put your request in writing and get it to us within 14 days after you call. If you order us to stop one of these payments three business days or more before the transfer is scheduled, and we do not do so, we will be liable for your direct losses or damages. If you have authorized a merchant to make the recurring transaction, you also should contact the applicable merchant in order to stop the recurring transaction.

  • Adverse Transactions Enter into any transaction which materially and adversely affects the Collateral or its ability to repay the Obligations in full as and when due;

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • 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.

  • 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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