Pending Parent Transaction Agreement definition

Pending Parent Transaction Agreement means the Agreement and Plan of Merger, dated as of November 2, 2015, by and between Parent, Shire Pharmaceuticals International, Parquet Courts, Inc. and Dyax Corp., as amended prior to the date of this Agreement (provided that any such amendments have been made available to the Company prior to the execution and delivery of this Agreement).
Sample 1
Pending Parent Transaction Agreement means the Master Purchase Agreement, dated as of July 26, 2015, by and between Parent and Teva Pharmaceutical Industries Ltd., amended as of the date hereof pursuant to the letter agreement dated November 11, 2015 by and between Parent and Teva Pharmaceutical Industries Ltd. and as may be further amended in accordance with the terms of this Agreement.
Sample 1

Examples of Pending Parent Transaction Agreement in a sentence

  • Capitalized terms used in Section 6.12 and the proviso to the preamble to Article IV and not otherwise defined herein shall have the meaning set forth in the Pending Parent Transaction Agreement.

  • The Pending Parent Transaction Closing shall have occurred in accordance with the terms of the Pending Parent Transaction Agreement.

  • Parent shall, and shall cause the Parent Subsidiaries to, use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to consummate the Pending Parent Transaction pursuant to the terms of the Pending Parent Transaction Agreement; provided, however, this Section 6.12(c) shall not limit Parent’s rights under Section 6.12(a) and (b).

Related to Pending Parent Transaction Agreement

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

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

  • Subsequent Transaction has the meaning set forth in Section 1.08.

  • 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).

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

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

  • Parent Agreement has the meaning given to it in Clause 12;

  • Replacement Transaction means, with respect to any Terminated Transaction or group of Terminated Transactions, a transaction or group of transactions that (i) would have the effect of preserving for Party B the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that Date, and (ii) has terms which are substantially the same as this Agreement, including, without limitation, rating triggers, Regulation AB compliance, and credit support documentation, save for the exclusion of provisions relating to Transactions that are not Terminated Transaction, as determined by Party B in its sole discretion, acting in a commercially reasonable manner.

  • Co-Investment Transaction means any transaction in which a Regulated Fund (or its Wholly-Owned Investment Sub (defined below)) participated together with one or more Affiliated Funds and/or one or more other Regulated Funds in reliance on the Order.

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

  • Reorganization 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.

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

  • 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.

  • Payment Transaction means an act, initiated by the payer or on his behalf or by the payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the payer and the payee;

  • Netting agreement means a netting agreement, master netting agreement or other similar document having the same effect as a netting agreement or master netting agreement and, as applicable, any collateral annex, security agreement or other similar document related to any master netting agreement or Permitted Contract.

  • Bank Merger Agreement has the meaning ascribed thereto in the recitals to this Agreement.

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

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Collateral Acquisition Agreements means each of the agreements entered into by the Issuer in relation to the purchase by the Issuer of Collateral Debt Obligations from time to time.

  • Transaction Agreements means the Securities Purchase Agreement, the Debentures, the Joint Escrow Instructions, the Security Agreement, the Registration Rights Agreement, and the Warrants and includes all ancillary documents referred to in those agreements.

  • Significant Transaction means a transaction which meets any one of the tests below:

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

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

  • M&A Transaction means (i) the consolidation of the Company with, or a merger with or into, any third party, following which the Company’s stockholders immediately prior to such transaction, will own less than 50.1% of the surviving entity or the Company, as applicable, immediately following such transaction, or (ii) an acquisition or other transfer of all or substantially all of the Company’s securities or assets.