SB Transaction definition

SB Transaction means the merger of a special purpose subsidiary of the Company (the “Acquisition Subsidiary”) with and into SB pursuant to the SB Merger Agreement. The SB Transaction may also be referred to herein as the “Merger.” “SB Merger Agreement” means the Agreement and Plan of Merger by and among the Company, a corporation previously and confidentially disclosed to the Investors (“SB”), and the shareholders’ representative party thereto attached as Exhibit C hereto (as so amended without giving effect to an SB Amendment (as hereinafter defined) that has not been properly approved hereunder).
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Examples of SB Transaction in a sentence

  • In the event that the Company agrees to any amendment, supplement, or waiver of the SB Merger Agreement or any other agreement, instrument or document entered into with respect to the SB Transaction that is not an SB Amendment, the Company shall provide each Investor, within one (1) Business Day, notice of such amendment or waiver and the terms thereof.

  • Nondisclosure Agreements with various parties having access to confidential information related to the SB Transaction.

  • The proceeds received by the Company from the sale of the Securities shall be used by the Company for payment of a portion of the cash consideration to be paid to SB stockholders in the Merger and for working capital purposes following the SB Transaction.

  • All of the representations and warranties of SB and the SB stockholders contained in the SB Merger Agreement or any other agreement, instrument or document entered into in connection with the SB Transaction are incorporated by reference herein and are hereby deemed to be made by the Company to the Investors.

  • The Company will, as promptly as practicable following the consummation of the SB Transaction, (i) evaluate such internal control and disclosure controls and procedures and (ii) use commercially reasonable efforts to remedy any deficiencies contained therein to comply with all applicable provisions of the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 within all prescribed time periods.

  • The Company and all of its subsidiaries, giving effect to the consummation of the SB Transaction, will be in compliance with all provisions of ▇▇▇▇▇▇▇▇-▇▇▇▇▇ which are applicable to it as of the Closing Date except as permitted pursuant to the transitions rules of The Nasdaq Stock Market’s Marketplace Rules with respect to SB and its subsidiaries.