Transaction Framework Agreement definition

Transaction Framework Agreement means the Transaction Framework Agreement entered into by and between the Purchaser, the Company and the Consenting Holders, substantially in the form of Exhibit J attached hereto with such changes thereto as mutually agreed by the Company and the Purchaser.

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Transaction Framework Agreement means the transaction framework agreement, dated 3 September 2007, between, among others, Anglo Platinum, RPM and the Borrower.

Transaction Framework Agreement means the agreement dated on or about the date of this deed and entered into between Vicwest, Bendigo Telco and Bendigo Bank; Vicwest Constitution Resolution means a special resolution of Vicwest Shareholders to approve an amendment or waiver of the Vicwest constitution to permit Bendigo Telco to acquire a relevant interest in more than 10% of the securities on issue in Vicwest in connection with the Scheme and for all other purposes; Vicwest Indemnified Parties means Vicwest, each of its Subsidiaries and their directors, Officers and employees; Vicwest Material Adverse Change means one or more changes, events, occurrences, conditions, circumstances or matters which (in any such case, individually or when aggregated with all such changes, events, occurrences, conditions, circumstances or matters) has resulted in, will or is reasonably likely to result in a negative impact of at least 10% on the income of the business undertaken by Vicwest and its Subsidiaries; Vicwest Prescribed Occurrence means any of the items listed in Annexure 4 occurring in respect of Vicwest or any of its Subsidiaries between the date of this deed and 8.00am on the Second Court Date;

Examples of Transaction Framework Agreement in a sentence

Upon approval of the Allocation Certificate by the Purchaser prior to the date of the Closing, the Allocation Certificate shall be deemed the definitive calculation of such all amounts payable by the Company to each of the Equity Holders pursuant to, and subject to the terms of, the Transaction Framework Agreement.
In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by the Purchaser, the Purchaser shall bear all documented third party costs and expenses incurred by or on behalf of the Company in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000.
To the Knowledge of the Company, no Equity Holder has (A) refused or indicated (orally or in writing) that it will refuse to sign the Transaction Framework Agreement, or (B) taken any action to dissent against or challenge any of the transactions contemplated by any of the Transaction Documents, or allege breach of fiduciary duty relating to any of the transactions contemplated by any of the Transaction Documents.
The Purchaser has, or will have as of the Closing, sufficient funds available to consummate the transactions completed by, and to perform its obligations to be performed as of the Closing, including payment of the Purchase Price and any Contribution Amounts due under this Agreement or the Transaction Framework Agreement.
In the event that this Agreement does not proceed to Closing as a result of any willful breach of this Agreement or the Transaction Framework Agreement by any of the Company or the Key Shareholders, the Company shall bear all documented third party costs and expenses incurred by or on behalf of the Purchaser in the preparation of the agreements(s) and all other documents up to a maximum aggregate amount of US$1,500,000.
The Connected Transaction Framework Agreement As each of the relevant applicable percentage ratios (other than the profits ratio) set out in Rule 14.07 of the Listing Rules in respect of the revised annual cap for the year ending 31 December 2009 for the transaction under the Continuing Connected Transactions Agreement is, on an annual basis, less than 2.5%, the transaction under such agreement is exempt from the independent shareholders’ approval requirements under Rule 14A.34 of the Listing Rules.
Notwithstanding the forgoing, Baidu may not transfer or assign its rights under this Agreement to any party other than its affiliated entities, unless Baidu shall have provided notice of such transfer or assignment to the Holders’ Indemnification Representative (as defined in the Transaction Framework Agreement dated as of June 24, 2011 among the Company, Baidu, the Key Shareholders and any other parties thereto) at least 60 days prior to the closing of such transfer or assignment.
The provisions of Sections 9.03 and 9.07 of the Transaction Framework Agreement are incorporated by reference herein.
To contract these financial instruments, a specific agreement or framework agreement (such as the CMOF or Financial Transaction Framework Agreement published by the Spanish Banking Association) may need to be signed.
Effective as of the DTFA Restatement Date, the original Definitive Transaction Framework Agreement, dated May 30, 2012, is hereby amended and restated in its entirety in the form of this Agreement.

More Definitions of Transaction Framework Agreement

Transaction Framework Agreement means the Transaction Framework Agreement dated the same date as this Agreement between the GoS, the Company and Etihad, as the same may be amended or supplemented in accordance with its terms;

Transaction Framework Agreement is defined in Recital E.

Transaction Framework Agreement means the transaction framework agreement to be entered into between the Target, the Borrower and Meridiam Fund IV represented by the Management Company.