Agreed Forms of Transaction Documents Sample Clauses

Agreed Forms of Transaction Documents. The Parties acknowledge that the following documents (together with the other documents related to the Transactions as contemplated by Section 1.3, collectively, the “Transaction Documents”; provided, however, that for purposes of Article 6 of this Framework Agreement, “Transaction Documents” shall not include the Second Amended and Restated Stockholders’ Agreement with respect to any claim arising thereunder to the extent unrelated to the Transactions) are substantially in an agreed form as appended to this Framework Agreement and listed on the Exhibit list to this Framework Agreement, subject only to amendments or modifications that are consistent with the terms of this Framework Agreement and which do not materially and adversely affect the interests of the parties thereto: (a) the Share Repurchase Agreement, to be entered into simultaneously with this Framework Agreement; (b) an Underwriting Agreement, to be entered into by and among the Company and each of the underwriters party thereto, with respect to the Company Offering (the “Underwriting Agreement”); (c) Lock-up Agreements, to be entered into by SBGC, the Company, DT, R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (the “Lock-Ups”); (d) a purchase agreement, to be entered into by and between the Company and the Mandatory Exchangeable Issuer, with respect to the purchase by the Mandatory Exchangeable Issuer of shares of Common Stock (the “Exchangeable Issuer Purchase Agreement”); (e) a purchase agreement to be entered into by and among the Company, the Mandatory Exchangeable Issuer, SBGC and the several initial purchasers party thereto with respect to the Mandatory Exchangeable Placement (the “Mandatory Exchangeable Placement Purchase Agreement”); (f) a Contingent Value Right Note and an instrument of transfer of the Contingent Value Right Note by the Company to SBGC (the “CVR Note Transfer”); (g) an agreement, between SBGC and Newco, with respect to the SB-Newco Call Option (the “SB-Newco Call Option Agreement”); (h) an agreement, between SBGC and DT, with respect to the SB-DT Call Option (the “SB-DT Call Option Agreement”); (i) an agreement, between Newco and DT, with respect to the Newco-DT Call Option (the “Newco-DT Call Option Agreement” and, together with the SB-Newco Call Option Agreement and the SB-DT Call Option Agreement, the “Call Option Agreements”); (j) a call option support agreement, by and among DT, Newco, the Company, SoftBank, SBGC and Project 6 LLC, with respect to the Call Option Agreement...
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Agreed Forms of Transaction Documents. References in Clause 1.1 (Definitions) to any Finance Document or any Transaction Document being in “agreed form” are to that Finance Document or Transaction Document: (a) in a form attached to a certificate dated the same date as this Agreement (and signed by each Borrower and the Facility Agent); or (b) in any other form agreed in writing between each Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 43.2 (All Lender matters) applies, all the Lenders.
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Related to Agreed Forms of Transaction Documents

  • Execution of Transaction Documents The Transaction Documents shall have been executed and delivered by the parties thereto.

  • Delivery of Transaction Documents The Transaction Documents shall have been duly executed and delivered by the Purchasers to the Company.

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

  • Description of the Transaction Documents The Transaction Documents will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum.

  • Authorization of Transactions The Company is a corporation duly authorized and in good standing in the State of Florida and has the requisite power and capacity to execute and deliver the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution, delivery and performance by the Company of the applicable Transaction Documents and the consummation of the Transactions have been duly and validly authorized by all requisite action on the part of the Company. The Transaction Documents to which the Company is a party have been duly and validly executed and delivered by The Company. Each Transaction Document to which the Company is a party constitutes the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms and conditions, except to the extent enforcement thereof may be limited by applicable bankruptcy, insolvency or other Laws affecting the enforcement of creditors’ rights or by the principles governing the availability of equitable remedies.