Alternative Transaction Agreement definition

Alternative Transaction Agreement has the meaning ascribed thereto in Section 5.1(1)(d).
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Alternative Transaction Agreement means any Contract, letter of intent (whether binding or not), term sheet (whether binding or not) or support agreement relating to (or any written agreement in principle providing for the consummation of) any Alternative Transaction Proposal.
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Alternative Transaction Agreement has the meaning set forth in Section 6.02(a).
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Examples of Alternative Transaction Agreement in a sentence

  • Paragraph 3 shall apply to a New Participant (as defined in Part 1 of this rider) before the completion of five Participation Years.

  • In such event, the Corporation may determine, subject to further order of the Court, to proceed with an alternative transaction, including pursuant to the Alternative Transaction Agreement, which may include proceedings under the CCAA and the value available to stakeholders may be significantly less than contemplated to be paid under the Arrangement.

  • A) such termination occurs on the date that is the earlier of: (1) 11:59:59 p.m. (Vancouver time) on August 20, 2019, and (2) the date that is one day after the date on which the last Matching Period ends, and (B) Pure Multi-Family has simultaneously entered into an Alternative Transaction Agreement with an Excluded Party to consummate a Superior Proposal at the time of such termination.

  • The Alternative Transaction Agreement also contemplates that a definitive agreement will be entered between Pengrowth, the Purchaser and WEF containing substantially similar provisions relating to the payment of the Purchaser Termination Fee.

  • In the event of an alternative transaction upon the terms contemplated in the Alternative Transaction Agreement, Shareholders may receive the nominal value of $0.001 per Share, which is significantly less than what is contemplated to be paid under the Arrangement.

  • The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive, subject to the Purchaser and WEF agreeing with the Corporation otherwise, the same consideration available to them under the Arrangement.

  • Notwithstanding anything to the contrary contained in this Agreement, neither SK nor HBK shall be under any obligations under Section 1.2 of this Agreement unless the Alternative Transaction Agreement provides that all Company Restricted Shares, Company Options, Company SARs and Company RSUs granted to or held by SK, HBK or any other entities on their behalf will be treated in the same manner as provided in Sections 2.2(f) and 2.4 of the Merger Agreement.

  • The Alternative Transaction Agreement contemplates a proceeding, including a proceeding under the CCAA, pursuant to which Shareholders may receive the nominal value of $0.001 per Share and the Secured Debtholders will receive a pro rata portion of the Secured Debtholder Consideration (on the same terms as set forth under the Arrangement), unless otherwise agreed to by the Purchaser and WEF with the Corporation.

  • Murray claims that even if the Board has the power to remove him without cause, this case must nevertheless be remanded for trial of his damages claim.

  • Upon termination of this Agreement by KFS by written notice to JJR VI (the “KFS Termination”) or upon KFS, Target or an affiliate of either entering into an agreement, including a letter of intent (the “Target Alternative Transaction Agreement”), directly or indirectly, at any time following the date of this Agreement and prior to January 31, 2011, with respect to the Target Alternative Transaction, KFS shall forthwith provide JJR VI with a copy of the Target Alternative Transaction Agreement.


More Definitions of Alternative Transaction Agreement

Alternative Transaction Agreement has the meaning set forth in Section 8.3(c)(i).
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Alternative Transaction Agreement means the letter agreement relating to matters outside the scope of the Arrangement, among Pengrowth, the Purchaser, and WEF, pursuant to which the parties may, subject to the terms and conditions therein and the terms of a definitive agreement between the parties, pursue an alternative transaction structure in the event that the Arrangement Agreement is terminated in certain circumstances, as more fully described under "The Arrangement – Alternative Transaction";
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Alternative Transaction Agreement means a definitive agreement approved by the Company’s board of directors and entered into by the Company with respect to a Company Acquisition Proposal. For purposes of clarification, in no event will a letter of intent, exclusivity agreement, non-disclosure agreement or any other agreement, contract or understanding that does not obligate a Potential Acquiror to close a transaction subject to specifically enumerated conditions constitute an Alternative Transaction Agreement.
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Alternative Transaction Agreement has the meaning set forth in Section 4.04(a).
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Related to Alternative Transaction Agreement

  • Alternative Transaction has the meaning set forth in Section 6.2(a).

  • Alternative Acquisition Agreement shall have the meaning set forth in Section 6.5(c).

  • Alternative Transaction Proposal means any offer, inquiry, proposal or indication of interest, written or oral (whether binding or non-binding and other than an offer, inquiry, proposal or indication of interest by Parent or an Affiliate of Parent), relating to an Alternative Transaction.

  • Master Transaction Agreement has the meaning set forth in the recitals.

  • Transaction Agreement has the meaning set forth in the recitals.

  • Definitive Acquisition Agreement means any definitive written agreement entered into by the Company that is conditioned on the approval by the holders of not less than a majority of the outstanding shares of Common Stock at a meeting of the stockholders of the Company with respect to (i) a merger, consolidation, recapitalization, reorganization, share exchange, business combination or similar transaction involving the Company or (ii) the acquisition in any manner, directly or indirectly, of more than 50% of the consolidated total assets (including, without limitation, equity securities of its subsidiaries) of the Company and its Subsidiaries.

  • Support Agreement has the meaning set forth in the Recitals.

  • Acquisition Agreement means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement.

  • Derivative Transaction means any agreement, arrangement, interest or understanding entered into by, or on behalf or for the benefit of, any Proposing Shareholder or any of its affiliates or associates, whether of record or beneficial: (1) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of the Company, (2) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value of securities of the Company, (3) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (4) which provides the right to vote or increase or decrease the voting power of, such Proposing Shareholder, or any of its affiliates or associates, with respect to any shares or other securities of the Company, which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond, convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class or series), and any proportionate interest of such Proposing Shareholder in the securities of the Company held by any general or limited partnership, or any limited liability company, of which such Proposing Shareholder is, directly or indirectly, a general partner or managing member.

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

  • Arrangement Agreement means the arrangement agreement dated as of April 18, 2019 between the Purchaser and the Company, including the schedules and exhibits thereto, providing for, among other things, the Arrangement, as the same may be amended, supplemented or restated.

  • Derivative Transactions means any swap transaction, option, warrant, forward purchase or sale transaction, futures transaction, cap transaction, floor transaction or collar transaction relating to one or more currencies, commodities, bonds, equity securities, loans, interest rates, prices, values, or other financial or nonfinancial assets, credit-related events or conditions or any indexes, or any other similar transaction or combination of any of these transactions, including collateralized mortgage obligations or other similar instruments or any debt or equity instruments evidencing or embedding any such types of transactions, and any related credit support, collateral or other similar arrangements related to such transactions.

  • Master Settlement Agreement means the settlement agreement and related documents entered into on November 23, 1998, by the state and leading United States tobacco product manufacturers.

  • Combination Agreement has the meaning set forth in the Recitals.

  • Merger Agreement has the meaning set forth in the Recitals.

  • Specified Acquisition Agreement Representations means such of the representations and warranties made by, or with respect to, the Company and its Subsidiaries in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates has the right to terminate its (or their) obligations under the Acquisition Agreement, or decline to consummate the Acquisition in accordance with the terms of the Acquisition Agreement, as a result of a breach of such representations and warranties.

  • Business Combination Agreement shall have the meaning given in the Recitals hereto.

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, made and entered into as of March 16, 2018, by and among the Debtors, the Consenting Creditors (as defined therein) party thereto from time to time, and the Consenting Sponsors (as defined therein) party thereto from time to time, as such may be amended from time to time in accordance with its terms.

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Investor Agreement means that certain Investor Agreement between the Investor and the Company, to be dated as of the Closing Date, in substantially the form of Exhibit A attached hereto, as the same may be amended from time to time.

  • Sale and Purchase Agreement means the sale and purchase agreement entered into or to be entered into on the date of this Agreement between the Investor and the Company in the agreed form;