Conditional Nature of Transaction Sample Clauses

Conditional Nature of Transaction. The Investment Entity acknowledges and understands that it is a condition to the OP’s obligations to close the transactions contemplated hereby that the other IPO Transactions shall have occurred (or are occurring simultaneously with the Closing), that the occurrence of any of the other IPO Transactions is wholly within the sole and absolute discretion of DF REIT and the OP, and that the Investment Entity has no right to force any of the IPO Transactions to occur, on any terms.
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Conditional Nature of Transaction. The Acquired Company acknowledges and understands that it is a condition to the REIT’s obligations to close the transactions contemplated hereby that the other Kite IPO Transactions shall have occurred (or are occurring simultaneously with the Closing), that the occurrence of any of the other Kite IPO Transactions is wholly within the sole and absolute discretion of the REIT and its affiliates, and that the Acquired Company has no right to force any of the other Kite IPO Transactions to occur, on any terms.
Sample 1Sample 2Sample 3See All (4)
Conditional Nature of Transaction. Contributor acknowledges and understands that it is a condition to the Operating Partnership’s obligations to close the transactions contemplated hereby that the other IPO Transactions shall have occurred (or are occurring simultaneously with the Closing), that the occurrence of any of the other IPO Transactions is wholly within the sole and absolute discretion of the Operating Partnership and its affiliates, and that the Contributor has no right to require any of the other IPO Transactions to occur, on any terms.
Sample 1Sample 2Sample 3
Conditional Nature of Transaction. Holdco acknowledges and understands that it is a condition to the Operating Partnership’s obligations to close the transactions contemplated hereby that the other IPO Transactions shall have occurred (or are occurring simultaneously with the Closing), that the occurrence of any of the other IPO Transactions is wholly within the sole and absolute discretion of Republic and the Operating Partnership, and that Holdco has no right to force any of the IPO Transactions to occur, on any terms.
Sample 1Sample 2
Conditional Nature of Transaction. Contributor and such Contributor’s respective Unit Recipient acknowledge and understand that it is a condition to the obligations of the Operating Partnership and the OP Sub to close the transactions contemplated hereby, that the lender approval of assumption of the Current Loan, the bridge loan financing and the Current Lease amendment, more fully described in Sections 3.1(a) through (c), respectively, shall have occurred (or will occur simultaneously with the Closing), that the occurrence of the contribution of the Carlsbad Property is wholly within the sole and absolute discretion of the REIT, the Operating Partnership, the OP Sub and their affiliates, and that neither such Contributor nor such Contributor’s respective Unit Recipient has a right to force the contribution of the Carlsbad Property to occur, on any terms.
Sample 1
Conditional Nature of Transaction. Contributor acknowledges and understands that it is a condition to the Operating Partnership’s obligations to close the transactions contemplated hereby that the contribution of the Xxxxxx Property shall have occurred (or will occur simultaneously with the Closing), that the occurrence of the contribution of the Xxxxxx Property is wholly within the sole and absolute discretion of the REIT, the Operating Partnership, and their affiliates, and that such Contributor has no right to force the contribution of the Xxxxxx Property to occur, on any terms.
Sample 1
Conditional Nature of Transaction. Contributor and such Contributor’s respective Unit Recipient acknowledge and understand that it is a condition to the obligations of the Operating Partnership and the OP Sub to close the transactions contemplated hereby that the refinancing and lease amendment more fully described in Sections 3.1(a) and (b), respectively, shall have occurred (or will occur simultaneously with the Closing), that the occurrence of the contribution of the World Kitchen Property is wholly within the sole and absolute discretion of the REIT, the Operating Partnership, the OP Sub and their affiliates, and that neither such Contributor nor such Contributor’s respective Unit Recipient has a right to force the contribution of the World Kitchen Property to occur, on any terms.
Sample 1
AutoNDA by SimpleDocs
Conditional Nature of Transaction. Contributor acknowledges and understands that it is a condition to the Operating Partnership’s obligations to close the transactions contemplated hereby that the contribution of the CB&I Property shall have occurred (or will occur simultaneously with the Closing), that the occurrence of the contribution of the CB&I Property is wholly within the sole and absolute discretion of the REIT, the Operating Partnership, and their affiliates, and that such Contributor has no right to force the contribution of the CB&I Property to occur, on any terms.
Sample 1

Related to Conditional Nature of Transaction

  • Nature of Transaction It is the intention of the parties that:

  • Execution of Transactions (a) In executing transactions for the Assets, selecting brokers or dealers and negotiating any brokerage commission rates, the Sub-Adviser will use its best efforts to seek the best overall terms available. In assessing the best overall terms available for any portfolio transaction, the Sub-Adviser will consider all factors it deems relevant including, but not limited to, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer and the reasonableness of any commission for the specific transaction and for transactions executed through the broker or dealer in the aggregate. In selecting brokers or dealers to execute a particular transaction and in evaluating the best overall terms available, to the extent that the execution and price offered by more than one broker or dealer are comparable the Sub-Adviser may consider any brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Sub-Adviser or to CSAM for use on behalf of the Fund or other clients of the Sub-Adviser or CSAM.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.

  • Authorization of Transaction The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions.

  • Consummation of Transactions Each party shall use all commercially ---------------------------- reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable and consistent with applicable law to carry out all of their respective obligations under this Agreement and to consummate the Transactions, which efforts shall include, without limitation, the following:

  • Limitation of Transactions So long as any Capital Securities remain outstanding, if (a) there shall have occurred and be continuing an Event of Default or a Declaration Event of Default or (b) the Guarantor shall have selected an Extension Period as provided in the Declaration and such period, or any extension thereof, shall have commenced and be continuing, then the Guarantor shall not and shall not permit any Affiliate to (x) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Guarantor’s or such Affiliate’s capital stock (other than payments of dividends or distributions to the Guarantor) or make any guarantee payments with respect to the foregoing or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Guarantor or any Affiliate that rank pari passu in all respects with or junior in interest to the Debentures (other than, with respect to clauses (x) and (y) above, (i) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Guarantor (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the occurrence of the Event of Default, Declaration Event of Default or Extension Period, as applicable, (ii) as a result of any exchange or conversion of any class or series of the Guarantor’s capital stock (or any capital stock of a subsidiary of the Guarantor) for any class or series of the Guarantor’s capital stock or of any class or series of the Guarantor’s indebtedness for any class or series of the Guarantor’s capital stock, (iii) the purchase of fractional interests in shares of the Guarantor’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (iv) any declaration of a dividend in connection with any stockholders’ rights plan, or the issuance of rights, stock or other property under any stockholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (v) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock and any cash payments in lieu of fractional shares issued in connection therewith, or (vi) payments under this Guarantee).

  • Consummation of Transaction Each of the parties hereto hereby agrees to use its best efforts to cause all conditions precedent to his or its obligations (and to the obligations of the other parties hereto to consummate the transactions contemplated hereby) to be satisfied, including, but not limited to, using all reasonable efforts to obtain all required (if so required by this Agreement) consents, waivers, amendments, modifications, approvals, authorizations, novations and licenses; provided, however, that nothing herein contained shall be deemed to modify any of the absolute obligations imposed upon any of the parties hereto under this Agreement or any agreement executed and delivered pursuant hereto.

  • Effect of Transaction (i) The execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Employee Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Employee.

  • Effect of Transactions Neither the execution of this Agreement nor the approval or consummation of the Transactions (whether alone or together with any other event (such as a termination of employment)) will: (i) result in any payment or benefit becoming due to any Service Provider under any MAMP Benefit Plan or MAMP Service Agreement; (ii) increase benefits otherwise payable or due under any MAMP Benefit Plan or MAMP Service Agreement or require the funding of any amounts under any MAMP Benefit Plan or MAMP Service Agreement; or (iii) result in any acceleration of the time of payment or vesting of any such benefits to any material extent.

  • Support of Transaction Without limiting any covenant contained in Article VI or Article VII, including the obligations of the Company and Acquiror with respect to the notifications, filings, reaffirmations and applications described in Section 6.03 and Section 7.01, respectively, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 8.01, Acquiror and the Company shall each, and Acquiror shall cause Merger Sub to: (a) use commercially reasonable efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Acquiror, the Company, or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article IX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Acquiror, Merger Sub or the Company be obligated to bear any expense or pay any fee or grant any concession in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.

Time is Money Join Law Insider Premium to draft better contracts faster.