Underlying transaction Clause Samples

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Underlying transaction. The Borrower agrees that the Agent shall be concerned only with the demand or claim made on it and, where a demand or claim must be accompanied by any other document, with any such document, in each case as presented to the Agent, and not with any transaction to which the demand, claim or document relates, or as to whether the payment demanded or the claim made was in fact due.
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Underlying transaction. The transactions contemplated under this Addendum and the other Transaction Documents do not constitute financing or any other form of credit or debt transactions and there is no prohibition or limitation on the ability of the Seller to execute or perform any of the transactions contemplated under this Addendum and the other Transaction Documents.
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Underlying transaction. This Consulting Agreement has been executed and delivered pursuant to a certain Agreement of Merger and Plan of Reorganization (the "Merger Agreement") dated July 26, 2006 among the Company, JDA Medical Technologies, Inc., a Maryland corporation ("JDA"), BestNet Communications Corporation, a Nevada corporation ("BestNet"), Franco and certain other parties, pursuant to which JDA was merged into the Company, a wholly owned subsidiary of BestNet. Franco understands and acknowledges that his entry into this Agreement and his performance hereunder are material inducements to the Company and the other parties to enter into and to perform under the Merger Agreement. Simultaneously with the mutual execution and delivery of this Agreement, approximately thirty-two and forty-four hundredths percent (32.44%) of the outstanding capital stock of JDA is being acquired from Franco by the Company, and Franco is acquiring approximately four and eighteen hundredths percent (4.18%) of the outstanding capital stock of BestNet.
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Underlying transaction. The Indemnifier agrees that the Issuers shall be concerned only with the demand or claim made on them and, where a demand or claim must be accompanied by any other document, with any such document, in each case as presented to the Issuers, and not with any transaction to which the demand, claim or document relates, or as to whether the payment demanded or the claim made was in fact due.
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Related to Underlying transaction

  • Subsequent Variable Rate Transactions From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

  • 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:

  • 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.

  • 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.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.