The Transaction Clause Samples

The Transaction. Subject to the terms and conditions of this Plan of Merger, the Merger shall be carried out in the following manner:

The Transaction. The Borrower shall procure that the following events, acts and things shall have occurred at the times specified in the following paragraphs: (a) by no later than the date of the Fourth Supplemental Agreement, the Borrower shall have entered into negotiations with a prospective lender acceptable to the Bank in all respects (the “Investor”), in relation to a proposed loan facility to the Borrower in the amount of $50,000,000 (the “Transaction”), and such loan facility: (i) shall be fully subordinated, both as to payments and as to security (if any), to the facility and all amounts due by the Security Parties under this Agreement and the Security Documents, and to the Encumbrances created by the Security Documents; and (ii) shall have as its purpose to (inter alia) assist the Borrower to meet its prepayment obligations under this Agreement as required by this clause 8.4; and (iii) shall otherwise be on terms and conditions in all respects acceptable to the Bank in its absolute discretion; and (b) by no later than 1 August 2011, the documentation process in connection with the Transaction will have commenced by appointment of legal counsels by the Investor and the Borrower to commence with the drafting and negotiation of the loan and other finance and security documentation in connection with the Transaction, and the Borrower will have delivered to the Bank signed mandate letters with such legal counsels appointed by the Borrower and the Investor respectively, and confirmation letters from such legal counsels addressed to the Bank that they have started such drafting and negotiation process; and (c) by no later than 1 August 2011 (but not before 29 June 2011), the Borrower shall have confirmed to the Bank in writing that the due diligence on the Borrower and the Group carried out by the Investor for the purposes of the Transaction is thus far progressing to the Investor’s satisfaction in all material respects and that the Borrower believes that, as at that time, it anticipates the Transaction will continue to progress on materially the same terms as referred to in paragraph (a) above); and (d) by no later than 29 August 2011: (i) the Investor will have carried out and completed the due diligence on the Borrower and the Group for the purposes of the Transaction, and will have confirmed to the Borrower and the Bank directly, that such due diligence is complete and that it is satisfied with the findings of such due diligence and that, subject to documentation, i...

The Transaction. At the Closing, the Selling Shareholder shall transfer to the Buyer, and the Buyer shall accept from the Selling Shareholder, the Sale Shares, free and clear of any Lien and with all rights attaching on and from the Closing, and the Buyer shall issue to the Selling Shareholder, and the Selling Shareholder shall subscribe for, the Subscription Shares on the terms and subject to the conditions of this Agreement. 5 Buyer [ ] / Selling Shareholder [ ]

The Transaction. At the time of consummation thereof, the Transaction shall have been consummated in all material respects in accordance with the terms of the relevant Documents therefor and all applicable laws. At the time of consummation thereof, all material consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required in order to make or consummate the Transaction in accordance with the terms of the relevant Documents therefor and all applicable laws have been obtained, given, filed or taken and are or will be in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority that restrains, prevents, or imposes material adverse conditions upon the Transaction. Additionally, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon any element of the Transaction, the occurrence of any Credit Event, or the performance by Holdings and its Subsidiaries of their respective obligations under the Documents and all applicable laws.

The Transaction. The Investor hereby undertakes by an irrevocable undertaking to deposit with the Company’s Bank, the full Consideration, by way of one or more irrevocable bank transfers, made to the Company’s Bank Account, on a single or several occasions, no later than the end of the Payment Period (the “Deposit”), subject to the Company obtaining the BOD Approval and furnishing the Investor with the same prior to the last date of the Payment Period, as a pre-condition to the Deposit.

The Transaction. On the terms and subject to the conditions set forth herein, each Seller agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, the Shares for the purchase price (the “Purchase Price”) specified on such Exhibit A hereto.

The Transaction. On the Closing Date, and at the Closing Time, on, and in all instances subject to, each of the terms, conditions, provisions and limitations specified in this Agreement, the Seller shall sell, transfer, convey, assign, deliver and set over to the Purchaser, by instruments satisfactory in form and substance to the Purchaser, and the Purchaser shall acquire from the Seller, the Acquired Assets, subject to the Assumed Liabilities, and only those Liabilities and no others, in exchange for the Consideration. The assets specified on Schedule 2.1 to this Agreement, the provisions of which, by this reference, are made a part of this Agreement as though specified completely and specifically at length in this Section 2.1, are all the assets reasonably necessary for the conduct of the Acquired Business in the ordinary course and in the same manner as that in which such business has been conducted in the immediate past, including, but not limited to, all Proprietary Rights of the Seller so used in the ordinary conduct of the Acquired Business and all contract, warranty, and other intangible rights relating to or resulting from such Acquired Business. Neither the Purchaser nor any of its Affiliates is assuming, becoming liable for, agreeing to discharge or in any manner becoming in any way responsible for, any of the Liabilities of the Seller, other than those Liabilities expressly specified on Schedule 2.1 and accepted by the Purchaser pursuant to this Section 2.1.

The Transaction. On the terms and subject to the conditions set forth herein, each Seller agrees to sell, and Purchaser agrees to purchase, for an aggregate cash purchase price of $271,884,611.25 (the “Purchase Price”) all of the Sellers’ Warrants (the “Transaction”).

The Transaction. All aspects of the Transaction have been effected in accordance with the Documents and all applicable law. At the time of consummation thereof, all consents and approvals of, and filings and registrations with, and all other actions in respect of, all governmental agencies, authorities or instrumentalities required in order to consummate the Transaction shall have been obtained, given, filed or taken and are in full force and effect (or effective judicial relief with respect thereto has been obtained). All applicable waiting periods with respect thereto have or, prior to the time when required, will have, expired without, in all such cases, any action being taken by any competent authority which restrains, prevents or imposes material adverse conditions upon the consummation of the Transaction. Additionally, at the time of consummation thereof, there does not exist any judgment, order or injunction prohibiting or imposing material adverse conditions upon the consummation of the Transaction.