Basis of Transaction Sample Clauses

Basis of Transaction. (a) Northern Orion Securities: There are currently outstanding 154,087,161 common shares of Northern Orion and options, warrants, convertible or exchangeable securities and other rights to acquire common shares of Northern Orion which entitle the holders thereof to acquire 69,139,350 common shares of Northern Orion at prices ranging between $1.35 and $6.00 and terminating no later than April 2, 2014, particulars of which are set Yamana Gold Inc. 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, XX, Xxxxxx, X0X 0X0 Tel: 000 000-0000 Fax: 000 000-0000 Website: xxx.xxxxxx.xxx out in a memorandum executed and delivered by each of Northern Orion and Xxxxxx and dated the date of this agreement (the "Disclosure Memorandum"). No additional securities (excluding common shares issuable pursuant to currently outstanding securities) of Northern Orion shall be issued, and none of the terms of any of the currently outstanding securities of Northern Orion shall be amended, prior to the completion of the Transaction. Each outstanding option, warrant, convertible and exchangeable security and any other right to acquire common shares of Northern Orion shall entitle, or shall be exchanged for an option, warrant, convertible or exchangeable security or other right of Yamana that shall entitle, the holder thereof to receive upon the exercise, exchange or conversion thereof 0.543 of a common share of Yamana in lieu of one common share of Northern Orion and on the same other terms and conditions as the original option, warrant, convertible or exchangeable security or other right to acquire a common share of Northern Orion.
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Basis of Transaction. Prior to July 15, 1997, Purchaser discussed with Seller the potential sale by Seller to Purchaser of the Sale Shares (as defined in section 2 hereof). Seller requested that Purchaser make an offer or bid for the Sale Shares. Pursuant to such request, an offer or bid in the form of a "Purchase Agreement" dated July 15, 1997 was made by Purchaser. Such offer contained an expiration date of August 14, 1997 which was subsequently extended at the request of the Seller to September 15, 1997 and then to September 30, 1997. Seller requested a different offer or bid from Purchaser and Purchaser made the bid or offer reflected in this Agreement. The trustee of Seller, after determining that the sale of the Sale Shares to Purchaser in accordance with the terms and provisions of this Agreement would be in the best interests of the participants and beneficiaries of Seller, accepted Purchaser's bid, all of which is reflected in this Agreement.
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Basis of Transaction. Subject to the terms and conditions hereof, the following matters shall be effected under the Arrangement and under related or ancillary documents:
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Basis of Transaction. (a) Silver Quest Securities: There are currently outstanding 109,983,033 Silver Quest Shares and options, warrants, convertible or exchangeable securities and other rights to acquire Silver Quest Shares which entitle the holders thereof to acquire up to 13,895,746 Silver Quest Shares at prices ranging between $0.10 and $1.30 and terminating no later than September 12, 2016 (collectively, the “Convertible Securities”), particulars of which are set out in a memorandum executed and delivered to New Gold and dated the date of this Letter Agreement (the “Silver Quest Disclosure Memorandum”). Except as otherwise contemplated herein and except as specified in the Silver Quest Disclosure Memorandum, no additional securities of Silver Quest shall be issued, and none of the terms of any of the currently outstanding Convertible Securities of Silver Quest shall be amended, prior to the completion of the Transaction unless required by the terms of the Transaction. Each option to acquire Silver Quest Shares (a “Silver Quest Option”) outstanding at the effective time of the Arrangement (the “Effective Time”) will be exchanged in the Arrangement for that number of Silver Quest Shares equal to the “in-the-money” value of such Silver Quest Option (based on the volume weighted average closing price of the Silver Quest Shares on the TSX-V for each of the five trading days immediately preceding the day prior to the effective date of the Arrangement), and such Silver Quest Shares so issued shall then be exchanged for New Gold Shares on the basis of the Exchange Ratio and for Spinco Shares on the same basis as other Silver Quest Shares. Each warrant to acquire Silver Quest Shares (a “Silver Quest Warrant”) outstanding at the Effective Time shall be adjusted in accordance with its terms, arranged, amended, or replaced by new warrants in such manner as New Gold and Silver Quest, acting reasonably, shall determine so that the holder of such Silver Quest Warrant will be entitled, upon exercise after the Effective Time, to that number of New Gold Shares and that number of Spinco Shares the holder would have received, pursuant to the Arrangement, had the holder exercised the Silver Quest Warrant to acquire Silver Quest Shares prior to the Effective Time; and, after the Effective Time, the exercise price of such warrant shall be allocated as to 80% in respect to such New Gold Shares and as to 20% in respect of such Spinco Shares. It is further agreed by Silver Quest that 80% of the pro...
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Basis of Transaction. (a) Peak Gold Securities: There are currently outstanding 874,014,688 common shares of Peak Gold and options, warrants, convertible or exchangeable securities and other rights to acquire common shares of Peak Gold which entitle the holders thereof to acquire 322,602,667 common shares of Peak Gold at prices ranging between $0.10 and $1.50 and terminating no later than March 20, 2013, particulars of which are set out in a memorandum executed and delivered to each of New Gold and Metallica by Peak Gold and dated the date of this agreement (the “Peak Gold Disclosure Memorandum”). No additional securities (excluding common shares issuable pursuant to currently outstanding securities) of Peak Gold shall be issued, and none of the terms of any of the currently outstanding securities of Peak Gold shall be amended, prior to the completion of the Transaction. Each outstanding option, warrant, convertible and exchangeable security and any other right to acquire common shares of Peak Gold shall entitle, or shall be exchanged for an option, warrant, convertible or exchangeable security or other right of New Gold that shall entitle the holder thereof to receive upon the exercise, exchange or conversion thereof that number of common shares of New Gold as is determined based upon the Peak Gold Exchange Ratio in lieu of one common share of Peak Gold and on the same other terms and conditions as the original option, warrant, convertible or exchangeable security or other right to acquire a common share of Peak Gold.
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Basis of Transaction 
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Related to Basis of Transaction

  • As Of Transactions For purposes of this Article M, the term “

  • Expenses of Transaction Whether or not the Contemplated Transactions are consummated, except as otherwise specifically provided for in this Agreement, each of the parties hereto will assume and bear all expenses, costs and fees (including legal and accounting fees and expenses) incurred by such party in connection with the preparation, negotiation and execution and performance of this Agreement and the Escrow Agreement and the consummation of the Contemplated Transactions.

  • Settlement of Transactions (a) Subject to Section 3 and Section 4.2, J.X. Xxxxxx will act in accordance with Instructions with respect to settlement of transactions. Settlement of transactions will be conducted in accordance with prevailing standards of the market in which the transaction occurs. Without limiting the generality of the foregoing, the Customer authorizes J.X. Xxxxxx to deliver Financial Assets or cash payment in accordance with applicable market practice in advance of receipt or settlement of consideration expected in connection with such delivery or payment, and the Customer acknowledges and agrees that such action alone will not of itself constitute negligence, fraud, or willful misconduct of J.X. Xxxxxx, and the risk of loss arising from any such action will be borne by the Customer. If the Customer’s counterparty (or other appropriate party) fails to deliver the expected consideration as agreed, J.X. Xxxxxx will notify the Customer of such failure. If the Customer’s counterparty continues to fail to deliver the expected consideration, J.X. Xxxxxx will provide information reasonably requested by the Customer that J.X. Xxxxxx has in its possession to allow the Customer to enforce its rights against the Customer’s counterparty, but neither J.X. Xxxxxx nor its Subcustodians will be obliged to institute legal proceedings, file a proof of claim in any insolvency proceeding or take any similar action.

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

  • Closing of Transaction The sale of the Share by Seller to Purchaser under the Shareholder Agreement shall be coordinated with and shall occur simultaneously with the closing of the transactions contemplated by the Share Purchase Agreement and the Remaining Agreements. Within one business day after the Closing, the Purchaser shall deliver to Seller the cash portion of the purchase price as set forth in the Shareholder Agreement. The cash portion of the purchase price for all outstanding shares of limited liability company interest may be transferred by wire transfer to the Company's US dollar account, for immediate distribution to the Seller and the other sellers of such limited liability company interests. Within 30 days after the Closing, the Purchaser shall deliver to the Seller a stock certificate representing the preferred stock of the Purchaser to which the Seller shall be entitled hereunder and under the Shareholder Agreement.

  • TIMING OF TRANSACTIONS Distributor hereby appoints the Company as agent for the Funds for the limited purpose of accepting purchase and redemption orders for Fund shares from the Contract owners. On each day the New York Stock Exchange (the "Exchange") and the Company are open for business (each, a "Business Day"), the Company may receive instructions from the Contract owners for the purchase or redemption of shares of the Funds ("Orders"). Orders received and accepted by the Company prior to the close of regular trading on the Exchange (the "Close of Trading") on any given Business Day (currently, 4:00 p.m. Eastern time) and transmitted to the Funds' transfer agent by 9:30 a.m. Eastern time on the next Business Day will be executed at the net asset value determined as of the Close of Trading on that Business Day. Any Orders received by the Company on such day but after the Close of Trading, and all Orders that are transmitted to the Funds' transfer agent after 9:30 a.m. Eastern time on the next Business Day, will be executed at the net asset value determined as of the Close of Trading on the next Business Day following the day of receipt of such Order. The day as of which an Order is executed by the Funds' transfer agent pursuant to the provisions set forth above is referred to herein as the "Trade Date". All orders are subject to acceptance or rejection by Distributor or the Funds in the sole discretion of either of them.

  • 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 (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 may not (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 capital stock 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 that rank pari passu in all respects with or junior in interest to the Debentures (other than (i) payments under this Guarantee, (ii) repurchases, redemptions or other acquisitions of shares of capital stock of the Guarantor (A) 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, (B) in connection with a dividend reinvestment or stockholder stock purchase plan or (C) 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 or the applicable Extension Period, (iii) 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, (iv) 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, (v) any declaration of a dividend in connection with any stockholder's rights plan, or the issuance of rights, stock or other property under any stockholder's rights plan, or the redemption or repurchase of rights pursuant thereto, or (vi) 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).

  • 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.

  • Closing of Transactions 2 Section 1.3 Exchange of Secretary's Certificates.......................................................2

  • 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.

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