Business Combination Transaction Sample Clauses

Business Combination Transaction. If any Shareholder receives a bona fide proposal from a Third-Party Purchaser with respect to a Business Combination Transaction, subject to any duties such Shareholder may have to the Company as a member of the Board of Directors, (i) such Shareholder shall promptly notify the Representative of such Shareholder and such Representative shall promptly notify the Representative of the other Shareholder Group of such proposal and its material terms and (ii) the Shareholders shall consult with each in other in good faith for a period of five (5) Business Days regarding such Business Combination Transaction prior to entering into any agreement or arrangement with respect to such Business Combination Transaction.
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Business Combination Transaction. On or prior to the date of this Agreement, the Board has passed a resolution, in form and substance acceptable to KLIM, waiving the application of Section 203 of the Delaware General Corporation Law (“Section 203”) to KLIM and its affiliates. KLIM acknowledges and agrees that, if at any time following the date of this Agreement, the Company has a class of voting stock that is (a) listed on a national securities exchange, or (b) held of record by more than 2,000 stockholders, it shall be a condition to KLIM or any of its affiliates (as defined in Section 203(c) of the Delaware General Corporation Law) entering into otherwise consummating a business combination (as defined in Section 203) with the Company that such business combination be approved by a majority of the members of the Board who are not employees or investment professionals of KLIM or any of its affiliated investment funds.
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Business Combination Transaction. 38 CERCLA .............................................................. 18
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Business Combination Transaction. (i) In the event that, within three years from the date of this Agreement, the Company consummates a Business Combination Transaction (as defined below) in which the surviving entity is subject to periodic reporting requirements under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), the surviving entity shall have the right, upon twenty (20) days prior written notice (the "NOTICE"), to require the Purchaser to purchase for cash securities of the surviving entity of the class that is publicly traded. The number of securities to be purchased shall be equal to $4,000,000 divided by the average closing price (or price of the last trade if no closing price is available)for the ten trading days ending at the close of business on the date two days prior to the date of the closing of the Purchaser's purchase of the securities under this subsection, as reported on the exchange or system on which the surviving entity's securities are traded, rounded to the nearest whole share. The Purchaser's obligations under this paragraph shall terminate in the event that the surviving entity shall not have given the Notice to the Purchaser within sixty days after the consummation of the Business Combination of Transaction.
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Business Combination Transaction. 22 Certificate................................................. 5 Certificates................................................ 5 Closing..................................................... 4
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Business Combination Transaction. 44 business day . . . . . . . . . . . . . . . . . . . . . . . . . 58
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Business Combination Transaction. Dear Xx. Xxxxxxx: This letter of intent (this "Letter") sets forth certain understandings and agreements between StemGen Inc., a Nevada Corporation ("StemGen"), and Amasys Corporation, a Delaware corporation ("Amasys"), concerning a proposed business combination involving StemGen and Amasys (the "Transaction"). The parties agree that this Letter sets out the general terms and conditions of the Transaction, subject to specific terms and conditions that will be set forth in definitive agreements by and between StemGen and Amasys (the "Definitive Agreements"). The objective of the Definitive Agreements will be to, among other things, (i) transfer all of the intellectual property rights and operations of StemGen into the direct ownership and control of Amasys, (ii) transfer all of the equity interests of StemGen into the direct ownership and control of Amasys.
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Related to Business Combination Transaction

  • Business Combination Vote It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself, agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.

  • Business Combination In the event any person or entity (regardless of any FINRA affiliation or association) is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services, the Company will provide the following to FINRA and the Representative prior to the consummation of the Business Combination: (i) complete details of all services and copies of agreements governing such services; and (ii) justification as to why the person or entity providing the merger and acquisition services should not be considered an “underwriter and related person” (as such term is defined in Rule 5110 of FINRA’s Rules) with respect to the Offering. The Company also agrees that proper disclosure of such arrangement or potential arrangement will be made in any proxy or tender offer statement which the Company files in connection with the Business Combination.

  • Reorganization Transactions The applicable Exercise Price and the number of Warrant Shares issuable upon exercise of this Warrant are subject to adjustment from time to time upon the occurrence hereafter of certain transactions by the issuer of the Warrant Shares, including dividends of stock or other securities or property, stock splits, reverse stock splits, subdivisions, combinations, recapitalizations, reorganizations, reclassifications, consolidations and any liquidation or dissolution of such issuer (each a "Reorganization"). In the event that the outstanding Common Stock issued by the Corporation is at any time increased or decreased solely by reason of a Reorganization, appropriate adjustments in the number and kind of such securities then subject to this Warrant shall be made effective as of the date of such occurrence so that the interest of the Holder upon exercise will be the same as it would have been had such Holder owned the underlying securities immediately prior to the occurrence of such event. Such adjustment shall be made successively whenever any Reorganization shall occur.

  • Initial Business Combination Except as disclosed in the Registration Statement, the Statutory Prospectus and the Prospectus, prior to the date hereof, the Company has not identified any business combination target and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Certain Business Combinations In the event it is determined by the Board, upon receipt of a written opinion of the Company's independent public accountants, that the enforcement of any Section or subsection of this Agreement, including, but not limited to, Section 6(b) hereof, which allows for the acceleration of vesting of options to purchase shares of the Company's common stock upon a termination in connection with a Change of Control, would preclude accounting for any proposed business combination of the Company involving a Change of Control as a pooling of interests, and the Board otherwise desires to approve such a proposed business transaction which requires as a condition to the closing of such transaction that it be accounted for as a pooling of interests, then any such Section of this Agreement shall be null and void, but only if the absence of enforcement of such Section would preserve the pooling treatment. For purposes of this Section 9, the Board's determination shall require the unanimous approval of the disinterested Board members.

  • Failure to Consummate Business Combination The Placement Warrants shall be terminated upon the dissolution of the Company or in the event that the Company does not consummate the Business Combination within 24 months from the completion of the IPO.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Business Combination Announcement Within four (4) Business Days following the consummation by the Company of a Business Combination, the Company shall cause an announcement (“Business Combination Announcement”) to be issued by a press release service announcing the consummation of the Business Combination and indicating that the Representative was one of the co-managing underwriters in the Offering and also indicating the name and location of any other financial advisors engaged by the Company as a merger and acquisitions advisor. The Company shall supply the Representative with a draft of the Business Combination Announcement and provide the Representative with a reasonable advance opportunity to comment thereon. The Company will not issue the Business Combination Announcement without the final approval of the Representative, which approval will not be unreasonably withheld.

  • Business Combination Marketing Agreement The Company and the Representative have entered into a separate business combination marketing agreement substantially in the form filed as an exhibit to the Registration Statement (the “Business Combination Marketing Agreement”).

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