Management Transactions Sample Clauses

Management Transactions. Enter into or effect directly or indirectly any transaction between the Company or one of its subsidiaries, on the one hand, and a member of senior management or any Affiliate thereof, on the other.
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Management Transactions. Except as set forth in Part 4.09 of the Parent Disclosure Letter, as of the date hereof, neither Parent nor any of its Affiliates have entered into any agreement, arrangement, or understanding (whether written or oral) with any executive officer, director or stockholder of the Company including any employment, consulting, advisory or purchase and sale agreement or any other similar type of agreement.
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Management Transactions. Immediately prior to Closing, the Sellers’ Representative shall, and shall cause the Target Companies to, reasonably cooperate with the Purchasers’ Representative to (i) make such filings as are necessary to establish a limited liability company on such terms as designated by the Purchasers’ Representative (the “Management Equity Vehicle”), (ii) issue equity of the Management Equity Vehicle to certain investors designated by the Purchasers’ Representative in such amounts and on such terms as designated by the Purchasers’ Representative, (iii) issue equity of the Management Equity Vehicle to ING CRA Real Estate Securities Holdings, Inc. in such amounts and on such terms as designated by the Purchasers’ Representative, (iv) contribute 100% of the equity of ING Clarion Real Estate Securities, LP from ING CRA Real Estate Securities Holdings, Inc. to the Management Equity Vehicle on such terms designated by the Purchasers’ Representative, and (v) enter into a limited liability company agreement in respect of the Management Equity Vehicle in such form and substance as provided by the Purchasers’ Representative (the “Management Transactions”). The Purchasers’ Representative shall bear all out-of-pocket costs and expenses in connection with the Management Transactions and the Sellers’ Group shall not be required to incur any cost or expense in connection with such Management Transactions.
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Management Transactions. (a) At least four Business Days prior to the Closing Date, the Buyer Entities shall deliver to Truist a statement (the “Rollover Statement”) setting forth the names of each Management Holder who will be a Rollover Holder, and at least three Business Days prior to the Closing Date, the Buyer Entities shall deliver a supplement to the Rollover Statement that sets forth with respect to each Rollover Holder, the number and type of such Rollover Holder’s Rollover Units and, based on the Estimated Closing Statement, the MH Rollover Amount and/or the XX XX Rollover Amount in respect of such Rollover Holder. Immediately following the Special Distribution, the Pre-Closing Tax Distribution and the Truist Partners Distribution, and immediately prior to the Closing, Management Holdings or Management Holdings II, as the case may be, will redeem each MH Incentive Unit and XX XX Common Unit that is a Rollover Unit from the Rollover Holder who holds such MH Incentive Unit or XX XX Common Unit, and distribute in respect of such MH Incentive Unit and XX XX Common Unit so redeemed the Corresponding Units (as defined in the Management Holdings LLC Agreement or Management Holdings II LLC Agreement, as applicable) (the “Rollover”) and the portion of the Pre-Closing Tax Distribution and Special Distribution allocable to such Corresponding Units; provided that such redemption and distribution shall be subject to and conditioned on the occurrence of the Closing and the Rollover Holder executing and delivering such other instruments of conveyance and transfer (a “Rollover Agreement”), and taking such other actions, as may be reasonably requested by the Truist Parties, the Buyer Entities or any of their respective Affiliates, including agreeing to (i) any amendments to the Management Holdings LLC Agreement or Management Holdings II LLC Agreement, in each case in form and substance reasonably acceptable to the Buyer Entities, Management Holdings or Management Holdings II, and (ii) contribute the portion of the Special Distribution paid to such Rollover Holder in respect of such Rollover Holder’s Corresponding Units pursuant to Section 5.34 in accordance with the terms of such Rollover Holder’s Rollover Agreement.
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Management Transactions 
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Related to Management Transactions

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Certain Significant Transactions During the one year period preceding the date of this Agreement, no Person shall have merged or consolidated with or into any Assignor, and no Person shall have liquidated into, or transferred all or substantially all of its assets to, any Assignor, in each case except as described in Annex E hereto. With respect to any transactions so described in Annex E hereto, the respective Assignor shall have furnished such information with respect to the Person (and the assets of the Person and locations thereof) which merged with or into or consolidated with such Assignor, or was liquidated into or transferred all or substantially all of its assets to such Assignor, and shall have furnished to the Collateral Agent such UCC lien searches as may have been requested with respect to such Person and its assets, to establish that no security interest (excluding Permitted Liens) continues perfected on the date hereof with respect to any Person described above (or the assets transferred to the respective Assignor by such Person), including without limitation pursuant to Section 9-316(a)(3) of the UCC.

  • Hedge Transactions The Loan Parties will not, and will not permit any of their Subsidiaries to, enter into any Hedge Transaction, other than Hedge Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Loan Parties are exposed in the conduct of their business or the management of their liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedge Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedge Transaction under which any Loan Party is or may become obliged to make any payment (i) in connection with the purchase by any third party of any common stock or any Debt or (ii) as a result of changes in the market value of any common stock or any Debt) is not a Hedge Transaction entered into in the ordinary course of business to hedge or mitigate risks.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4:

  • Related Transactions 10 3.10 Insurance.............................................................................10 3.11

  • 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.

  • 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.

  • Treasury Transactions No Obligor shall (and the Company will procure that no other member of the Group will) enter into any Treasury Transaction, other than:

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

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