TRANSACTION PROCESS Sample Clauses

TRANSACTION PROCESS. All RFQs must be submitted on the RFQ template. The RFQ for this Lot will also contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including without limitation undertaking further due diligence on the Company and its business and negotiating the terms and conditions of the Merger Agreement and other definitive Transaction documents in respect of the Transaction including the Debt Financing) with the Special Committee and the Financing Banks, and the Principal Consortium Members (including their Representatives) may participate in meetings and negotiations with the Special Committee, the Financing Banks and their respective advisors. In order to facilitate the foregoing and subject to the following sentence, the Parties agree that: (i) the Chairman, in consultation with the other Principal Consortium Members, shall be primarily responsible for negotiating with the Special Committee with respect to the Transaction; provided, that the Chairman shall (1) obtain the consent from the other Parties on any changes to the purchase price, (2) consult with the other Parties on the terms of all Transaction documentation, (3) share with the other Parties all drafts of the Transaction documentation, (4) inform the other Parties of the status of discussions and negotiations with the Special Committee and (5) include the Initial Sponsors in such negotiations if so reasonably requested; and (ii) the Initial Sponsors, in consultation with the other Principal Consortium Members, shall be primarily responsible for procuring the Debt Financing and negotiating with the Financing Banks. Each of the Principal Consortium Members shall work in a coordinated manner and keep each other updated on status and progress as it carries out its allocated responsibilities. (b) Each Party shall, to the extent that such Party or its Affiliate has not executed a confidentiality agreement with the Company, use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

TRANSACTION PROCESS. (a) The Parties shall: (a) undertake due diligence with respect to the Target and its business as each Party deems necessary; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith (i) any amendments to the terms of the Proposal, if applicable, and (ii) the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties), in each case, which terms must be acceptable to each Party in their respective discretion. (b) Each Party shall use its/his reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Target for the purposes of gaining access to information with respect to the Target in connection with the Transaction.

TRANSACTION PROCESS. The Parties shall: (a) undertake due diligence with respect to the Target and its business; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties). The Parties agree to negotiate in good faith to reach agreement on a shareholders’ agreement of the Surviving Company (the “Shareholders’ Agreement”) that would, among other things, govern the relationship of the shareholders in the Surviving Company, subject to the finalization of the rollover arrangements (“Rollover Agreement”) with the Rollover Shareholders in accordance with Section 1.04(c) and Section 1.05, following the Closing, and that would contain provisions customary for transactions of this type. This Agreement constitutes preliminary arrangements among the Parties with respect to their relationship as Consortium members and does not constitute any binding commitment by any Party to consummate the Transaction. Such binding commitment to consummate the Transaction will result only upon agreement and execution of the Documentation, and in no event will any Party be obligated to enter into any Documentation without such Party’s consent.

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction, including without limitation undertaking further due diligence on the Company and its business, negotiating and discussing the terms and conditions of the Merger Agreement and other definitive transaction documents in respect of the Transaction with the Company (including the Special Committee). In order to facilitate the foregoing and except as otherwise agreed, Mr. Xxxxxxxx Xxxxx and its Representatives, in consultation with other Parties, shall be primarily responsible for negotiating with the Company (including the Special Committee); provided, that Mr. Xxxxxxxx Xxxxx and its Representatives shall at all times (1) obtain the consents from other Parties on any adjustment to the purchase price listed in the Proposal and any change to material terms of the Transaction, (2) obtain the consents from other Parties on choosing any alternative structure to pursue the Transaction, (3) consult with the other Parties on the material terms of all Transaction documentation, (4) share with other Parties all drafts of the Transaction documentation, (5) inform other Parties of the status of discussions and negotiations with the Special Committee, and (6) include the Parties in meetings and negotiations with the Special Committee and its advisors if so requested. (b) Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

TRANSACTION PROCESS. (a) Each Party shall: (a) undertake due diligence with respect to the Target and its business as each Party deems necessary; (b) engage in discussions with the Target regarding the Proposal; and (c) negotiate in good faith (i) any amendments to the terms of the Proposal, if applicable, and (ii) the terms of the Documentation (including the terms of any other agreements between the Parties required to support the Proposal or to regulate the relationship between the Parties), in each case, which terms must be acceptable to each Party in their respective discretion. (b) Each Party has executed, and shall adhere to, a customary confidentiality agreement reasonably required by the Target for the purposes of gaining access to information with respect to the Target in connection with the Transaction.

TRANSACTION PROCESS. The RFQ for this Lot will contain a deliverable-based Statement of Work (SOW). The RFQ will include, but is not limited to: Authorized User timeframes; system integration requirements; and other risks that may affect the cost to the Authorized User. All responses to RFQs must include detailed price information, including but not limited to: hours required per title, cost per hour etc. Travel, lodging and per diem costs must be itemized in the total quote and may not exceed the rates in the NYS OSC Travel Policy. More information can be found at xxxx://xxx.xxx.xxxxx.xx.xx/agencies/travel/travel.htm. All costs must be itemized and included in the Contractor’s quote.

TRANSACTION PROCESS. (a) The Parties shall cooperate and proceed in good faith to negotiate and consummate the Transaction (including the terms and conditions of the definitive documentation in respect of the Transaction) with the Special Committee and shall participate in meetings and negotiations with the Special Committee and its advisors. In order to facilitate the foregoing, the Parties agree that the Major Shareholder shall be the lead negotiator with the Special Committee with respect to the Transaction and the Major Shareholder shall (i) obtain the consent from the Sponsors on any changes to the purchase price, (ii) consult with the Sponsors on the terms of all Transaction documentation, (iii) circulate all drafts of the Transaction documentation, (iv) inform the Sponsors of the status of discussions and negotiations with the Special Committee and (v) include the Sponsors in such negotiations if so reasonably requested. (b) Each Party shall use its/his/her reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Target in connection with gaining access to information with respect to the Target in connection with the Transaction.

TRANSACTION PROCESS. (a) Before you can undertake a Purchase or Sale, you must first submit a Purchase order (Purchase Order) or Sale order (Sale Order) (each, an Order) to us or our Service Provider through a Banxa Platform. (b) We may, from time to time, display certain Purchase or Sale rates or prices on a Banxa Platform. Before you confirm your Purchase Order or Sale Order, a bid or ask quote for the price of the Order will be displayed. The bid or ask price quote to buy or sell may be different from the aggregated historical market price displayed in the price chart. Any price displayed is for informational purposes only unless provided in the Order. We obtain price data from one or more Service Providers. (c) Once we receive your Order, we will display: for Purchases, a spot exchange rate for Fiat to the Crypto Asset (plus any fees) (Purchase Price); or for Sales, a spot exchange rate for Crypto Asset to Fiat (plus any fees) (Sale Price), the Purchase Price and Sale Price are each, and together, the Price. (d) We may vary the Price or cancel any Order that is not confirmed by you within five (5) seconds of us displaying the Price. (e) The final price is the locked-in Price which appears on the Banxa Platform at the time you execute an Order (Final Price). By clicking the ‘Create Order’ button or similar, you are executing your Order (Execution) and authorising us to process the transaction at the Final Price. (f) To guarantee the Final Price, you must immediately send us proof of payment. Failing to do this as soon as possible will mean that we are unable to guarantee you the Final Price. Until then, any Order by you will be considered as pending and incomplete (see clauses 2.4 – 2.8). (g) We may, at any time, cancel or deny processing any Order, with immediate effect, for any reason, including where we: are required to do so by law; reasonably believe that we need to do so in order to protect our interests; or reasonably suspect the order or transaction involves illegal activity including money laundering, terrorist financing, fraud or any crime (financial or otherwise).

TRANSACTION PROCESS. (a) The Founder will discuss and negotiate the Transaction (including the purchase price and other terms and conditions of the Documentation) on behalf of the Consortium with the Company, the Special Committee, the Company’s shareholders and other relevant parties; provided that the Founder shall use his reasonable best efforts to inform the other Consortium Members with regard to all material discussions and negotiations with respect to the Transaction. Each Consortium Member shall, and as applicable, shall cause its/his/her Affiliates to, enter into and perform the obligations under any Documentation that has been determined in accordance with this Section 3.3. (b) In connection with the Transaction, the Consortium Members will establish Holdco and cause Holdco to incorporate Merger Sub, collectively, as acquisition vehicles to acquire the Company Shares not already held by the Consortium Members. Upon the consummation of the Transaction, Merger Sub will be merged with and into the Company, with the Company being the surviving entity. (c) The Founder shall have the right to set the data room and other information delivery or management protocols among the Consortium Members and Holdco. Each Consortium Member shall use its/his/her reasonable best efforts to comply with such protocols and ensure that neither it/he/she nor its/his/her Representatives cause (by their action or omission) such Consortium Member to breach such protocols. (d) Each Consortium Member shall use its/his/her reasonable best efforts to execute any confidentiality and third party agreements reasonably required by the Company related to the Proposal or the Transaction. (e) The Consortium Members shall cooperate in good faith in connection with the Transaction.