Certain Transaction Clause Samples

The 'Certain Transaction' clause defines and identifies specific transactions that are subject to the terms of the agreement. In practice, this clause typically lists or describes particular deals, contracts, or exchanges that fall within the scope of the agreement, ensuring that only those transactions are governed by its provisions. By clearly delineating which transactions are covered, the clause prevents ambiguity and ensures that both parties understand the extent of their rights and obligations, thereby reducing the risk of disputes over applicability.
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Certain Transaction. In furtherance of and without limiting Article 6.1, until the Closing Date, Sellers shall cause the Company not to, without the prior written consent of Purchaser, increase or decrease its capital, issue new shares of capital stock, grant or issue any Encumbrance or right in respect of shares of capital stock of the Company, or declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock.
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Certain Transaction. Except as set forth in a schedule (Schedule 4.18) attached hereto by Seller, there is no transaction, and no transaction now proposed, to which any Company was or is to be a party and in which any director or officer of such Company or any person owning of record or beneficially more than 10% of the outstanding capital stock of any class of any Company or any associate of any such person had or has a direct or indirect material interest.
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Certain Transaction. Prior to the Closing Date, the Company shall, and the Sellers shall cause the Company to, use its reasonable best efforts to cause the subleasing of the Company's office space located at ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ for a rental amount not less than the prevailing market rental amount for comparable office space in Stamford, Connecticut.
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Certain Transaction. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depository, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee for any series of Debt Securities under the Indenture.
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Certain Transaction. Except as set forth on SCHEDULE 3.1(t) and except, in the case of Mercury and QELC, for any Indebtedness, relationships or interests that are not being assumed by or assigned to QRI pursuant hereto or that could not have any effect on the Mercury Properties or the QELC Properties or the operation thereof (a) none of QRI, QELC, Mercury or MGP is indebted directly or indirectly to any of its officers, directors, stockholders, members, partners or to their respective spouses or children in any amount whatsoever, (b) none of such officers, directors or stockholders, partners or members or any members of their immediate families, are indebted to QRI, QELC, Mercury or MGP or have any direct or indirect ownership interest in any person with which QRI, QELC, Mercury or MGP has a business relationship (other than ownership interests of less than 5% in a publicly traded company) or any person that competes with QRI, QELC, Mercury or MGP (other than ownership interests of less than 5% in a publicly traded competitor), and (c) no officer, director or 10% stockholder, partner or member or member of his immediate family, has a direct or material indirect financial interest in any material contract with QRI, QELC, Mercury or MGP other than, in the case of QELC, Mercury or MGP, employment arrangements and benefit plans.
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Certain Transaction. Except as set forth in Section 5.20 of the Seller's Disclosure Schedule, none of the officers, directors, or employees of Seller is presently a party to any transaction with Seller (other than for services as officers, directors, and employees), including, without limitation, any contract, agreement, or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from, any officer, director, any such employee, any member of a family or any officer, director, or such employee or any corporation, partnership, trust, or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, or partner.
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Related to Certain Transaction

  • Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • Certain Transactions and Agreements To the Knowledge of the Company ----------------------------------- and the Shareholders, none of the directors or shareholders of the Company, nor any member of their immediate families, has any direct or indirect ownership interest in any firm or corporation that competes with the Company (except with respect to any interest in less than one percent of the stock of any corporation whose stock is publicly traded). None of said officers directors, shareholders or employees, nor any member of their immediate families, is directly or indirectly interested in any contract or informal arrangement with the Company, except for normal compensation for services as an officer, director or shareholder thereof. None of said officers, directors, shareholders or employees nor any member of their immediate families has any interest in any property, real or personal, tangible or intangible, including any Intellectual Property Rights, used in or pertaining to the business of the Company, except for the normal rights of a shareholder of the Company.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • No Adjustment for Certain Transactions Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.