Additional Transaction Terms Sample Clauses

Additional Transaction Terms i. I understand and agree that You may refuse to effectuate a Transaction in Your sole discretion for any reason, including in the following instances: (a) the Transaction would violate applicable laws, rules, regulations, or appears intended to defraud or manipulate; (b) as it relates to a Cryptocurrency component of a Transaction, the existence of abnormal Cryptocurrency market conditions or a significant disruption in, or premature close of, trading in a Cryptocurrency, or the market or an exchange on which a Cryptocurrency is traded; (c) a Force Majeure Event or action by an exchange, regulatory or governmental authority that disrupts trading in a Cryptocurrency underlying a Transaction occurs or is imminent; or (d) Dollarize Financial or a Third-Party Service Provider is unable to obtain satisfactory Cryptocurrency liquidity in order to satisfy the Transaction.
Sample 1Sample 2See All (5)
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Additional Transaction Terms. Required Governmental Approvals: 1. By Closing, the Competition Act Approval shall have been obtained. Persons with Knowledge: Seller’s Persons with Knowledge: Xxxxx Xxxxxxx, Xxx Sachtlebean, Xxxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxxxxxx and Xxxxxxx Xxxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: Notwithstanding anything herein to the contrary, PSP and PCFC (on behalf of PEGI) shall assign their rights to acquire the Project Company Acquired Interests to New MSM LP Holdco, as contemplated by Part I of Appendix C. Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group LP Xxxx 0, Xxx 0 Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Inc. Xxxx 0, Xxx 0 Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To PSP: c/o Public Sector Pension Investment Board 1250 Xxxx-Xxxxxxxx Blvd. West. Suite 1400 Montréal, Québec Canada H3B 5E9 Attention: Managing Director, Infrastructure Investments Facsimile: (000) 000-0000 E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP 1501, avenue XxXxxx College 00xx Xxxxx Xxxxxxxx, Xxxxxx Xxxxxx X0X 0X0 Attention: Xxxxxxxxx Xxx Facsimile: (000) 000-0000 E-mail: xxxx@xxxx.xxx App. X-0 XXXXXXXX X-0:
Sample 1See All (5)
Additional Transaction Terms. Required Governmental Approvals: 1. Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in HoldCo pursuant to the Foreign Exchange and Foreign Trade Act of Japan. 2. HoldCo to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in the Project Company pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben Xxxxxxxx, Xxxx Xxxx and Xxxxx Xxxxxx Seller’s Persons with Knowledge: Xxxxxxxx Xxxxxxx, Xxxxxxxxx Xxxxxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing Law: New York Notice Information: To Purchaser: Xxxx 0, Xxx 0 Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To Seller: Xxxxxxx Xxxxxxxxx 0/X 0-00-00 Xxxxxxx, Xxxxxx-xx Xxxxx, Xxxxx 107-0052 Attention: CFO and General Counsel Phone: +00 (0) 0000-0000 APPENDIX B-1:
Sample 1See All (5)
Additional Transaction Terms. Required Governmental Approvals: 1. None Persons with Knowledge: Seller’s Persons with Knowledge: Xxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxx, Xxxxxx Xxxxxxxxxxx and Xxxxx Xxxxx PEGI’s Persons with Knowledge: Xxxxx Xxxxxxxx, Xxxxxxx Xxxx, Xxxxx Xxxxxx and Xxx Xxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: Notwithstanding anything herein to the contrary, PCFC (on behalf of PEGI) shall assign its rights to acquire the Project Company Acquired Interests to New North Kent Wind 1 LP Holdco, as contemplated by Part I of Appendix C. App. B - 4 Governing Law: New York Notice Information: To Seller: c/o Pattern Energy Group LP 0000 Xxxxxxx Xx. Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Inc. 0000 Xxxxxxx Xx. Xxx Xxxxxxxxx, XX 00000 Attention: General Counsel Phone: 000-000-0000 Fax: 000-000-0000 App. B - 5 1. Not applicable. APPENDIX B-1: ADDITIONAL CLOSING DELIVERABLES OF SELLER App. X-0 - 0 XXXXXXXX X-0: ADDITIONAL CLOSING DELIVERABLES OF PURCHASER
Sample 1
Additional Transaction Terms. Updating of Disclosure Schedules: Seller shall notify Purchaser in writing of any material changes, additions, or events occurring after the date of this Agreement and before the Closing for the Otsuki Project which require a representation and warranty of Seller for the Acquisition for the Otsuki Project (other than any representations or warranties in Sections ‎2.6, ‎2.7 and ‎2.11, which, for clarity, may not be updated by Seller) to be supplemented with a new Schedule or cause any material change in or addition to a Schedule promptly after Seller becomes aware of the same by delivery of such new Schedule or appropriate updates to any such Schedule (each, an “Updated Disclosure Schedule”) to Purchaser. Each Updated Disclosure Schedule shall (i) expressly state that it is being made pursuant to this section “Updating of Disclosure Schedules” in Part VII of Section A of Appendix C, (ii) specify the representations and warranties to which it applies and (iii) describe in reasonable detail the changes, additions or events to which it relates. No Updated Disclosure Schedule delivered pursuant to this section “Updating of Disclosure Schedules” shall be deemed to cure any breach of any representation or warranty made to the Purchaser with respect to the Acquisition for the Otsuki Project unless the Purchaser specifically agrees thereto in writing or, as provided in and subject to Article ‎5, consummates the Closing for the Otsuki Project under this Agreement after receipt of such written notification, nor shall any such Updated Disclosure Schedule be considered to constitute or give rise to a waiver by either of the Purchaser of any condition set forth in this Agreement with respect to the Acquisition for the Otsuki Project, unless the Purchaser specifically agrees thereto in writing or consummates the Closing for the Otsuki Project under this Agreement after receipt of such written notification. Required Governmental Approvals: Pattern US Finance Company LLC to submit to Bank of Japan a prior notification of inward direct investment (tainai chokusetsu toshi) in regard to the investment in Green Power Generation GK pursuant to the Foreign Exchange and Foreign Trade Act of Japan. Persons with Knowledge: Purchaser’s Persons with Knowledge: Esben Pxxxxxxx, Mxxx Xxxx and Dxxxx Xxxxxx Seller’s Persons with Knowledge: Sxxxxxx Xxxxxxxxx and Hxxxxxx Xxxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchaser: None Governing La...
Sample 1
Additional Transaction Terms. Required Governmental Approvals: 1. By Closing, the Competition Act Approval shall have been obtained. Persons with Knowledge: Seller’s Persons with Knowledge: Xxxxxxx Xxxxxxxx, Xxx Xxxxxx, Xxxx Xxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxxxxxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx
Sample 1
Additional Transaction Terms. Required Governmental Approvals: 1. CFIUS Clearance2. FERC Approval 1556004.16-WASSR01A - MSW Persons with Knowledge: Seller’s Persons with Knowledge: Xxxxxx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxx, Xxxxx Xxxxxxxxx, Xxxxx Xxxxxx, Xxxxxxx XxXxx, Xxxxxx Xxxxxxxxxx, Xxxxxx Xxx Xxxxxx, Xxxxxx Xxxx, Xxxx Xxxx and Xxxxxx Xxxx PEGI’s Persons with Knowledge: Esben Xxxxxxxx, Xxxxxxx Xxxx and Xxxxx Xxxxxx PSP’s Persons with Knowledge: Xxxxxxx Xxxxxxx and Xxxxxxx Xxxxxx Additional Assignment Rights: Assignment Rights of Seller: None Assignment Rights of Purchasers: None Governing Law: New York 1556004.16-WASSR01A - MSW Notice Information: To Seller: c/o Pattern Energy Group 2 XX0000 Xxxxxxx XxxxxxXxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PEGI: c/o Pattern Energy Group Xxx.0000 Xxxxxxx XxxxxxXxx Xxxxxxxxx, XX 94111Attention: General CounselPhone: 415-283-4000Fax: 000-000-0000 To PSP: x/x Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Xxxxx0000 Xxxx-Xxxxxxxx Blvd. West.Suite 1400Montréal, QuébecCanada H3B 5E9Attention: Managing Director, Infrastructure InvestmentsFacsimile: (514) 937-0403E-mail: xxxxxxxxxxxxxx@xxxxxxxxx.xx and xxxxxxxxxxxx@xxxxxxxxx.xx with a copy to: Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP1501, avenue XxXxxx Xxxxxxx00xx XxxxxXxxxxxxx, XxxxxxXxxxxx X0X 0X0Xxxxxxxxx: Franziska RufFacsimile: (514) 841-6499E-mail: xxxx@xxxx.xxx 1556004.16-WASSR01A - MSW APPENDIX B-1: ADDITIONAL CLOSING DELIVERABLES OF SELLER
Sample 1
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Additional Transaction Terms. By Purchaser or Purchaser Indemnified Party: 1. None By Seller or Seller Indemnified Party:
Sample 1
Additional Transaction Terms 
Sample 1

Related to Additional Transaction Terms

  • Additional Transactions If the Over-Allotment Option is exercised in whole or in part, the Underwriters will contribute additional cash to the Partnership in exchange for up to an additional 3,000,000 Common Units on the basis of the initial public offering price per Common Unit set forth in the Registration Statement less the amount of underwriting discounts and commissions and Structuring Fee, and the Partnership shall use the net proceeds from that exercise to redeem from Field Services the number of Common Units issued upon such exercise.

  • Additional Transfers For purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant or (B) the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

  • Initial Transaction As conditions precedent to the initial Transaction, Buyer shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by Seller, Guarantor and each other party thereto:

  • Additional Transfer Restrictions (a) No transfer of the Residual Certificates shall be made unless the Master Servicer has consented in writing to such transfer. No Residual Certificate may be transferred to a Disqualified Organization. The Master Servicer will not consent to any proposed transfer (i) to any investor that it knows is a Disqualified Organization or (ii) if the transfer involves less than an entire interest in a Residual Certificate unless (A) the interest transferred is an undivided interest or (B) the transferor or the transferee provides the Master Servicer with an Opinion of Counsel obtained at its own expense to the effect that the transfer will not jeopardize the REMIC status of any related REMIC. The Master Servicer's consent to any transfer is further conditioned the Master Servicer's receipt from the proposed transferee of (x) a Residual Transferee Agreement, (y) a Benefit Plan Affidavit, and (z) either (A) if the transferee is a Non-U.S. Person, an affidavit of the proposed transferee in substantially the form attached as Exhibit 7-A to Exhibit 7 to the Standard Terms and a certificate of the transferor stating whether the Class R Certificate has "tax avoidance potential" as defined in Treasury Regulations Section 1.860G-3(a)(2), or (B) if the transferee is a U.S. Person, an affidavit in substantially the form attached as Exhibit 7-B to Exhibit 7 to the Standard Terms. In addition, if a proposed transfer involves a Private Certificate, (1) the Master Servicer or the Trustee shall require that the transferor and transferee certify as to the factual basis for the registration or qualification exemption(s) relied upon to exempt the transfer from registration under the Act and all applicable state securities or "blue sky" laws, and (2) if the transfer is to be made within three years after the acquisition thereof by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Master Servicer or the Trustee also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Depositor, the Trustee or the Master Servicer. Notwithstanding the foregoing, no Opinion of Counsel shall be required in connection with the initial transfer of the Residual Certificates or their transfer by a broker or dealer, if such broker or dealer was the initial transferee. Notwithstanding the fulfillment of the prerequisites described above, the Master Servicer may withhold its consent to, or the Trustee may refuse to recognize, a transfer of a Residual Certificate, but only to the extent necessary to avoid a risk of disqualification of a related REMIC as a REMIC or the imposition of a tax upon any such REMIC. Any attempted transfer in violation of the foregoing restrictions shall be null and void and shall not be recognized by the Trustee.

  • Manual Transactions If there are technical problems with Fund/SERV, or if the parties are not able to transmit or receive information through Fund/SERV, any corrections to the fund prices should be communicated by facsimile or by electronic transmission acceptable to Transfer Agent, and will include for each day on which an adjustment has occurred the incorrect Fund price, the correct price, and, to the extent communicated to the applicable Fund’s shareholders, the reason for the adjustment. Funds and Transfer Agent agree that the Insurance Company may send this notification or a derivation thereof (so long as such derivation is approved in advance by Funds or AFD, as applicable) to Contractholders whose accounts are affected by the adjustment.

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE SECTION 8.1. Company May Consolidate, Etc.,

  • Fundamental Transactions If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

  • Unusual Transactions All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

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