Transactional Structure and Background Sample Clauses

The 'Transactional Structure and Background' clause defines the overall framework and context for the transaction being documented. It typically outlines the parties involved, the nature of the transaction, and the sequence of key steps or components, such as asset transfers, payment flows, or corporate actions. For example, in a merger agreement, this clause might describe the process by which shares will be exchanged and the timeline for closing. Its core function is to provide all parties with a clear understanding of how the transaction will proceed, reducing ambiguity and setting expectations for the remainder of the agreement.
Transactional Structure and Background. NET CASH and CALYPSO agree that the structure of an Authorized Transaction includes the following steps for accounting purposes (and tax purposes, if taxes apply to particular steps in the transactions); (a) by inserting an Access Card and entering the necessary passwords and instructions, the Cardholder is agreeing with the owner of the Contracted ATM to cause the Card Issuer (though the authorization process) to pay the owner an amount equal to the cash dispersed, plus the Surcharge Fee designated for that Contracted ATM (the "Transaction Reimbursement Amount") which amounts the owner of the Contracted ATM directs (by connecting the Contracted ATM to the Switch System and which operates under Interac Rules and International Network Rules) be paid by the Card Issuer to the Connection Service Provider (the "Cash Transaction"); (b) by being a member of Interac or other applicable International Network and communicating the necessary information to cause a requested transaction to become an Authorized Transaction, the Card Issuer is agreeing with the Interac Member who is the "acquirer" (i.e. CALYPSO) to pay an amount equal to the Interchange Fee or International Interchange Fee (as applicable), (the "Acquirer Interac Fees") as compensation for allowing the Card Issuer's Cardholder to access the Card Issuer's network through the Contracted ATM, which amounts the Card Issuer pays to the Connection Service Provider (the "Interchange Fee Transaction"). These Acquirer Interac Fees are passed on by CALYPSO to NET CASH (subject to CALYPSO's right to charge and set off fees owed to CALYPSO). (c) the Owner of the Contracted ATM is responsible for the costs of connecting the Contracted ATM to a collection point for routing into the System Switch as designated by CALYPSO, which costs will either be through the leasing of a telephone dial-up modem line or of a CDPD modem. (d) CALYPSO is responsible for the costs of routing transaction information from the collection points to CALYPSO's Connection Service Provider and, as required, to CALYPSO's System Switch by retaining the services of an appropriate telecommunications service provider (such as datapac or other similar service). The costs of these telecommunication services are paid by CALYPSO/Connection Service Provider and are not directly passed on to NET CASH. (e) the Card Issuer, as a member of Interac, is contractually obligated to pay to the Connection Service Provider (also a member of Interac) the Transaction ...
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Related to Transactional Structure and Background

  • Capital Structure and Business If all or part of a Credit Party's Stock is pledged to Agent, that Credit Party shall not issue additional Stock. No Credit Party shall amend its charter or bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party's duty or ability to repay the Obligations. No Credit Party shall engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto.

  • Capital Structure and Contributions Section 5.1 Capital Structure 16 Section 5.2 Capital Contributions 16 Section 5.3 Capital Accounts 16 Section 5.4 Additional Financing 16

  • BUSINESS STRUCTURE AND ASSIGNMENTS 5.17.1 Contractor shall not assign this Agreement at law or otherwise or dispose of all or substantially all of its assets without the Director’s prior written consent. Nothing in this clause, however, prevents the assignment of accounts receivable or the creation of a security interest under Section 9.406 of the Texas Business & Commerce Code. In the case of such an assignment, Contractor shall immediately furnish the Director and CPO with proof of the assignment and the name, telephone number, and address of the Assignee and a clear identification of the fees to be paid to the Assignee. 5.17.2 Contractor shall not delegate any portion of its performance under this Agreement without the Director’s prior written consent.

  • NATURE AND SCOPE 4.1 This Agreement is an agreement under the terms and conditions of which the Supplier/Service Provider will arrange for the supply/provision to Transnet of the Goods/Services which meet the requirements and specifications of Transnet, the delivery of which is controlled by means of Purchase Orders to be issued by Transnet and executed by the Supplier/Service Provider in accordance with this Agreement. 4.2 Such Purchase Orders and deliveries to Transnet shall be agreed between the Parties from time to time, subject to the terms of the Schedule of Requirements/Work Order. 4.3 Each properly executed Purchase Order forms an inseparable part of this Agreement as if it were fully incorporated into the body of this Agreement. 4.4 During the period of this Agreement, both Parties can make written suggestions for amendments to the Schedule of Requirements/Work Orders in accordance with procedures set out in clause 35 [Amendment and Change Control]. A Party will advise the other Party within 14 [fourteen] Business Days, or such other period as mutually agreed, whether the amendment is acceptable. 4.5 Insofar as any term, provision or condition in the Schedule of Requirements/Work Order conflicts with a like term, provision or condition in this Agreement and/or a Purchase Order, the term or provision or condition in this Master Agreement shall prevail, unless such term or provision or condition in this Master Agreement has been specifically revoked or amended by mutual written agreement between the Parties. 4.6 Time will be of the essence and the Supplier/Service Provider will perform its obligations under this Agreement in accordance with the timeframe(s) [if any] set out in the relevant schedule, save that the Supplier/Service Provider will not be liable under this clause if it is unable to meet such obligation within the time required as a direct result of any act or omission by Transnet and it has used its best endeavours to advise Transnet of such act or omission. In the event of such delay, any time deadlines detailed in the relevant schedule shall be extended by a period equal to the period of that delay.

  • Capital Structure (i) As of the date of this Agreement, the authorized capital stock of the Company consists of 25,000,000 shares of Company Common Stock, of which 13,478,272 shares are issued and outstanding. All issued and outstanding shares of the capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable. No class of Company capital stock is entitled to preemptive rights. None of the issued and outstanding shares of Company Common Stock have been issued in violation of any preemptive rights of current or past holders of any class of Company capital stock or are subject to any preemptive rights of current or past Company shareholders granted by the Company. As of the date of this Agreement, there are no outstanding options, warrants, indebtedness convertible into capital stock or other rights to acquire capital stock from the Company other than (i) Options representing in the aggregate the right to purchase 1,353,442 shares of Company Common Stock under the Company Stock Option Plan and (ii) up to 50,000 shares of Company Common Stock available under the ESPP. The Company Disclosure Schedule sets forth the name of each person holding outstanding Options, the number of shares which may be purchased upon exercise of such Options, the expiration date of such Options as of the date of this Agreement and the exercise price per Share of such Options. (ii) All of the issued and outstanding shares of capital stock of the Company Subsidiaries are duly authorized, validly issued, fully paid and nonassessable and are owned by the Company, free and clear of any liens, claims, encumbrances, restrictions, preemptive rights or any other claims of any third party (“Liens”). Except for the capital stock of the Company Subsidiaries, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any Person. (iii) As of the date of this Agreement, no bonds, debentures, notes or other indebtedness of the Company having the right to vote on any matters on which shareholders may vote (“Company Voting Debt”) are issued or outstanding. (iv) Other than the Options and the ESPP, there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company or any Company Subsidiary is a party or by which any of them is bound obligating the Company or any Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock or other voting securities of the Company or any Company Subsidiary or obligating the Company or any Company Subsidiary to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of the date of this Agreement, there are no outstanding obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock of the Company or any Company Subsidiary.