Agreement Regarding Transactions Sample Clauses

Agreement Regarding Transactions. (a) The Financial Advisor will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination (but not for purposes of finding and/or locating potential Targets for its Business Combination which would be the subject of a separate agreement between the Company and the Financial Advisor). If requested by the Company, the Financial Advisor will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, arrange meetings with and prepare materials for investors and prepare and make presentations to the Company’s Board of Directors. For the avoidance of doubt, the Company understands that the Financial Advisor is not required to provide a fairness opinion to the Board of Directors with regard to such Business Combination.
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Agreement Regarding Transactions. (a) EBC will advise and assist the Company in analyzing potential target businesses with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, EBC will participate directly in negotiations, review marketing plans and projections of the target business, analyze and advise on the financial implications of the transaction and prepare and make presentations to the Company’s Board of Directors. It is understood that the Company will be under no obligation to enter into a letter of intent and/or definitive agreement for a Business Combination and it will be within the Company’s rights to decline any offer made in connection with a potential Business Combination.
Sample 1Sample 2Sample 3
Agreement Regarding Transactions. (a) The Financial Advisors will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, the Financial Advisors will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, arrange meetings with and prepare materials for investors and prepare and make presentations to the Company’s Board of Directors. For the avoidance of doubt, the Company understands that the Financial Advisors are not required to provide a fairness opinion to the Board of Directors of the Company with regard to such Business Combination.
Sample 1Sample 2
Agreement Regarding Transactions. (a) EBC will advise and assist the Company in analyzing potential target businesses with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, EBC will participate directly in negotiations, review marketing plans and projections of the target business, and analyze and advise on the financial implications of the transaction. It is understood that the Company will be under no obligation to enter into a letter of intent and/or definitive agreement for a Business Combination and it will be within the Company’s rights to decline any offer made in connection with a potential Business Combination. For the avoidance of doubt, the Company understands that EBC will not (i) assist the Company in locating potential target candidates for its business combination or (ii) provide a fairness opinion to the Company’s Board of Directors with regard to such Business Combination unless the Company and EBC enter into a separate engagement letter which provides EBC market-based compensation for such fairness opinion.
Sample 1Sample 2
Agreement Regarding Transactions. (a) EBC will advise and assist the Company in analyzing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination (but not for purposes of locating potential Targets for its Business Combination which would be the subject of a separate agreement between the Company and EBC). If requested by the Company, EBC will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction and prepare and make presentations to the Company’s Board of Directors. It is understood that the Company will be under no obligation to enter into a letter of intent and/or definitive agreement for a Business Combination and it will be within the Company’s rights to decline any offer made in connection with a potential Business Combination. For the avoidance of doubt, the Company understands that EBC is not required to provide a fairness opinion to the Board with regard to such Business Combination.
Sample 1
Agreement Regarding Transactions. (a) EBC will, if requested by the Company, advise and assist the Company in analyzing potential target businesses with which the Company may consummate its initial Business Combination as well as structuring the terms of its initial Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination. If requested by the Company, EBC will participate directly in negotiations, review marketing plans and projections of the target business, analyze and advise on the financial implications of the transaction and prepare and make presentations to the Company’s Board of Directors. It is understood that the Company will be under no obligation to enter into a letter of intent and/or definitive agreement for a Business Combination and it will be within the Company’s rights to decline any offer made in connection with a potential Business Combination.
Sample 1
Agreement Regarding Transactions. (a) The Financial Advisor will, if requested, advise and assist the Company in reviewing potential Targets with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination (but not for purposes of finding and/or locating potential Targets for its Business Combination which would be the subject of a separate agreement between the Company and the Financial Advisor). If requested by the Company, the Financial Advisor will participate directly in negotiations, review marketing plans and projections of the Target, analyze and advise on the financial implications of the transaction, and arrange meetings with and prepare materials for investors. For the avoidance of doubt, the Company understands that the Financial Advisor is not required to provide a fairness opinion to the Board of Directors with regard to such Business Combination.
Sample 1
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Agreement Regarding Transactions. (a) EBC will advise and assist the Company in analyzing potential target businesses with which the Company may consummate a Business Combination as well as structuring the terms of the Business Combination and negotiating the terms of the letter of intent and/or definitive agreement relating to such Business Combination (but not for purposes of locating potential target candidates for its business combination). If requested by the Company, EBC will participate directly in negotiations, review marketing plans and projections of the target business, analyze and advise on the financial implications of the transaction and prepare and make presentations to the Company’s Board of Directors. It is understood that the Company will be under no obligation to enter into a letter of intent and/or definitive agreement for a Business Combination and it will be within the Company’s rights to decline any offer made in connection with a potential Business Combination. For the avoidance of doubt, the Company understands that EBC is not required to provide a fairness opinion to the Board with regard to such Business Combination.
Sample 1

Related to Agreement Regarding Transactions

  • Announcement Regarding Lock-ups The Company agrees to announce the Underwriters’ intention to release any director or “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-Up Agreement, by issuing, through a major news service, a press release in form and substance satisfactory to the Representatives promptly following the Company’s receipt of any notification from the Representatives in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representatives, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-Up Agreement in the form set forth as Exhibit A hereto. The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company of any one or more of the foregoing covenants or extend the time for their performance.

  • Processing Transactions 2 2.1 Timely Pricing and Orders.................................... 2 2.2

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Agreement Regarding Oral Due Diligence By participating in an Offering, each Underwriter agrees that it, each of its affiliates participating in an Offering as Underwriter or financial intermediary and each controlling person of it and each such participating affiliate are bound by the Agreement Regarding Oral Due Diligence currently in effect between Xxxxxx Xxxxxxx and the accounting firm or firms that participate in oral due diligence in such offering.

  • Side Letter The letter from the Borrower to the Agent dated July 17, 2000 that was executed in connection with the Second Amendment shall remain in full force and effect and shall be a Loan Document.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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