Replacement Transaction Sample Clauses

Replacement Transaction. If the Offeror determines, acting reasonably, that it is necessary or desirable to proceed with another form of transaction, including an amalgamation, arrangement or merger (a "Replacement Transaction") whereby following completion of such Replacement Transaction, the Offeror would own or control 100% of the Shares or substantially all of the assets of the Company and its Subsidiaries, which Replacement Transaction would provide the Shareholders with cash consideration equal to the Offer and would not unduly delay completion of the acquisition of Shares, the Offeror will provide a written notice to the Company of its determination and upon receipt of such notice, the Company will use its best efforts to work with the Offeror to proceed with the Replacement Transaction and the Offeror and the Company shall work cooperatively and use commercially reasonable efforts to prepare and execute all documentation necessary to proceed with such Replacement Transaction (which documentation shall contain customary terms and conditions consistent, to the extent possible, with the terms and conditions herein).
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Replacement Transaction. If the long-term senior unsecured debt rating of CSi is downgraded below “BBB-” by S&P or any successor Rating Agency or such rating of CSi is downgraded below “A-1+” and CSi falls to Transfer Eligible Collateral equal to or in excess of the amount required under the Credit Support Annex, then CSi shall provide, within 10 Business Days of such downgrade, a Replacement Transaction, at no cost to the Trust. If any other Additional Termination Event shall have occurred with respect to CSi with respect to a rating downgraded or withdrawal by Xxxxx’x or Fitch or any successor rating Agency, then CSi shall provide, within 10 Business Days of such downgrade or withdrawal, a Replacement Transaction or a Letter of Credit Transaction, at no cost to the Trust. In each case, the failure of CSi to provide such a Replacement Transaction or when applicable, a Letter of Credit Transaction, shall be deemed to be an Additional Termination Event and not an Event of Default. CSi shall be the Affected Party for purpose of this Additional Termination Event and all Transactions entered into hereunder shall be Affected Transactions. The occurrence of the Additional Termination Event described in this paragraph shall have no effect on CSi’s obligation to undertake the steps set forth in this paragraph and the Credit Support Annex made part hereof in the event the Trust does not exercise its rights to terminate this Agreement and the Transaction entered into hereunder. For purposes of this Agreement;
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Replacement Transaction. The parties acknowledge that they may subsequently negotiate and agree to enter into a replacement transaction to take effect upon the expiry of the Transaction evidenced by this Confirmation, on terms and conditions which will depend on the prevailing Share price and other market conditions at the time. Nothing in this clause is intended to create any obligation on either party to enter into any transaction or agreement.
Sample 1

Related to Replacement Transaction

  • 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.

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

  • 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.

  • Private Transaction At no time was the Subscriber -------------------- presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement or any other form of general advertising.

  • Alternative Transaction If the Offeror concludes after the date of this Agreement that it is necessary or desirable to proceed with an Alternative Transaction in accordance with the provisions of the Support Agreement, then the Seller irrevocably covenants to support the completion of such Alternative Transaction, including, if applicable, by voting the Seller’s Securities in favour of any resolution or resolutions approving such Alternative Transaction; provided that the Company has determined that such Alternative Transaction would not result in a delay or time to completion materially longer than the Contemplated Transactions and is otherwise not materially prejudicial to the Shareholders.

  • Sale Transaction Paragraph (a) of the definition of “Sale Transaction” is amended and restated as follows: “(a) A sale or other disposition by the Company of all or substantially all of its assets;”. The word “or” is inserted (i) after the end of Paragraph (a) of the definition of Sale Transaction and before the beginning of Paragraph (b) of the definition of Sale Transaction; and (ii) after the end of Paragraph (b) of the definition of Sale Transaction and before the beginning of Paragraph (c) of the definition of Sale Transaction. Paragraph (d) of the definition of Sale Transaction shall be deleted in its entirety.

  • Alternative Transactions As of the date hereof, the Company is not pursuing, or in discussions or negotiations regarding, any solicitation, offer, or proposal from any Person concerning any actual or proposed Alternative Transaction and, as applicable, has terminated any existing discussions or negotiations regarding any actual or proposed Alternative Transaction.

  • Transaction So long as this Note is outstanding, the Company shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Company does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of cash payment or addition to the balance of this Note.

  • 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.

  • Exempt Transaction Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of this Warrant will constitute a transaction exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

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