Transaction Partner definition
Examples of Transaction Partner in a sentence
Each of ABT and the Transaction Partner will pay its own expenses incident to the negotiation, preparation and execution of this Letter and the Transaction Agreements, including without limitation, all fees, expenses, due diligence costs and fees of their respective counsel.
The Transaction Partner will initially subscribe to [*] shares of common stock of ABT Japan for an aggregate cash contribution to ABT Japan of [*].
Transaction Partner further consents to process being served in any such action or proceeding by mailing a copy thereof to its address set forth above, and agrees that such service shall be deemed in every respect effective service of process upon Transaction Partner in any such action or proceeding and shall be taken and held to be valid personal service upon and personal delivery to Transaction Partner to the full extent permitted by law.
The initial business model of ABT Japan, in accordance with which the Transaction Partner and ABT expect that ABT Japan's business will be carried out and which includes ABT Japan's obligations to ABT, is attached hereto as EXHIBIT A (the "Initial Business Plan") and is expressly agreed to by the parties hereto.
Following the subscription of shares by the Transaction Partner and other Japanese Shareholders pursuant to Paragraph 3, ABT shall have the right to designate such number of directors to the board of directors of ABT Japan ("Board") constituting 33-1/3% of the Board, such number being rounded upward to the nearest whole number.
Transaction Partner hereby represents and warrants that it has received advice of legal counsel of its own selection in negotiations for, and the preparation of, this Letter, that it has read this Letter or has had the same read to it by its counsel, that it has had this Letter, and the legal effect hereof, fully explained by such counsel, and that Transaction Partner is fully aware of this Letter's contents and legal effect.
Any legal action or proceeding with respect to this Letter may be brought in the courts of the State of California or of the United States for the Central District of California, and Transaction Partner consents, for itself and in respect of its property, to the non-exclusive jurisdiction of those courts.
Transaction Partner irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of inconvenient forum, which it may now or hereafter have to the bringing of any action or proceeding in such jurisdiction in respect of this Letter.
The Transaction Partner and ABT will use their respective reasonable best efforts to negotiate and execute, and to cause ABT Japan to negotiate and execute, as soon as reasonably practicable but in no event later than May 31, 1999, the Transaction Agreements with respect to the Transaction.
Notwithstanding anything to the contrary contained herein, unless and until such Transaction Agreements are entered into, this Letter (i) shall constitute the legally binding agreement of the parties hereto, and (ii) together with such other letter agreements executed by the other Japanese Shareholders, shall constitute the legally binding agreement of the Transaction Partner, the other Japanese Shareholders and ABT, expressly in lieu of such Transaction Agreements.