PENAC definition
Examples of PENAC in a sentence
Such notice from PENAC shall specify PENAC's Equivalent Terms, if any.
If the Transfer of Control Transaction set forth in the First Refusal Notice involves a sale of Units of WRH/QIC (rather than shares of stock of the Holding Company), and if PENAC wishes to exercise its co-sale right, then PENAC shall have the right to exchange with WRH/QIC that number of Shares for that number of Units in WRH/QIC that would allow PENAC to achieve the same economic result as described above in the context of a sale of Shares.
The Shareholders agree that they will not vote to increase the number of directors of the Holding Company beyond seven (7), nor below five (5), without the consent of PENAC, which shall not be unreasonably withheld.
The First Refusal Notice shall constitute an irrevocable offer to PENAC to enter into such Proposed Transaction with the Relevant Seller(s) on the First Refusal Terms or terms specified by PENAC which include cash to the same extent as the First Refusal Terms and are in other respects economically equivalent (i.e., PENAC may pay cash in lieu of stock or other consideration) to the First Refusal Terms (the "PENAC Equivalent Terms").
If, notwithstanding Board approval, PENAC believes that the terms of the transaction are more favorable than would have been obtainable in an "arms' length" transaction, PENAC shall notify the Board within five (5) days after the Board's approval of the transaction and PENAC may require the company to submit the proposed transaction to the Neutral.
If, notwithstanding Board approval, PENAC believes that the terms of the transaction are more favorable to the Interested Party than would have been obtained on an arm's-length basis, PENAC shall notify the Board within five (5) business days after the Board's approval of the transaction and PENAC may require the company to submit the proposed transaction to an independent investment bank or independent public accountants of recognized national standing (the "Neutral").
In the event that Purchaser notifies the Company that there are reasonably apparent errors in the Spreadsheet, Purchaser and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 6.11.
The Right of First Refusal shall be exercisable by notice from PENAC to the Relevant Seller(s) within twenty (20) days of receipt by PENAC of the First Refusal Notice (the "Option Period").
The covenants and agreements of Seller, PENAC --------- and the Company to be performed on or prior to the Closing shall have been duly performed by the Closing in all material respects, taken as a whole, and Purchaser shall have received certificates to such effect dated the Closing Date and executed by a duly authorized officer of Seller.
Each of the Shareholders shall vote all of its shares now or hereafter owned by it so that each of the following is elected as a director of the Holding Company: (i) three (3) nominees of WRH/QIC; (ii) one (1) nominee of PENAC; and (iii) one (1) nominee of Zymed, Incorporated ("Zymed").