Indirect Transaction Clause Samples

The Indirect Transaction clause defines how transactions that are not conducted directly between the primary parties, but instead occur through intermediaries or third parties, are treated under the agreement. This clause typically clarifies whether such transactions are subject to the same terms and obligations as direct transactions, and may outline specific conditions or exceptions for their recognition. Its core function is to ensure that the rights and responsibilities of the parties are clearly established even when transactions are routed through other entities, thereby preventing ambiguity and potential disputes regarding indirect dealings.
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Indirect Transaction. In the event of a transaction involving a change of ownership interest or voting power of a Holder which avoids or has the effect of avoiding the restrictions on Dispositions provided in this Section 2, such transaction shall be deemed a Disposition by such Holder and an irrevocable “Offer,” and such Holder (“Offeror”) shall promptly notify the Company of such event and Offer, by written notice to the Company, to sell all Securities Subject to the Offer to the Eligible Offerees for an amount per share equal to the Purchase Price. Offers under this Section 2.5 shall (a) be in writing, (b) be irrevocable for so long as any Eligible Offeree has the right to purchase any Securities Subject to the Offer, (c) be sent by the Offeror to the Company and (d) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five (5) Business Days from receipt thereof (or, if no such written notice is delivered to the Company by the Holder, within five (5) Business Days from the Company’s receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Eligible Offerees stating that all Common Stock registered in the name of such Holder are Securities Subject to the Offer Pursuant to this Section 2.5. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.
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Indirect Transaction. In the event of a transaction involving a change of ownership interest or voting power of a Non-YBR Holder which avoids the restrictions on Dispositions provided in this Section 2, such transaction shall be deemed a Disposition by such Non-YBR Holder and an irrevocable "Offer," and such Non-YBR ----- Holder ("Offeror") shall promptly notify the Company of such event and offer ------- (the "Offer"), by written notice to the Company, to sell all Securities Subject ----- to the Offer to the Eligible Offerees for the Purchase Price. Offers under this Section 2.5 shall (a) be in writing; (b) be irrevocable for so long as any Eligible Offeree has the right to purchase any Securities Subject to the Offer; (c) be sent by the Offeror to the Company; and (d) contain a description of the proposed transaction and change of ownership interest or voting power. The Company shall, within five business days from receipt thereof (or, if no such written notice is delivered to the Company by the Non-YBR Holder, within five business days from the Company's receipt of evidence, satisfactory to it, of such a Disposition by the Offeror), deliver written notice of the Offer to the Eligible Offerees stating that all Common Stock and Preferred Stock registered in the name of such Non-YBR Holder are Securities Subject to the Offer Pursuant to this Section 2.5. The date of such Offer shall be deemed to be the date such written notice of the Offer is so delivered by the Company.
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Indirect Transaction. If a transaction involving a change of ownership interest or voting power of a Holder is entered into for the purpose or with the effect of avoiding the restrictions on the transferability of the Stock provided herein (an "Indirect Transaction"), such transaction shall be deemed a Disposition by such Holder. In such event, the Company, after its receipt of evidence satisfactory to it that an Indirect Disposition has occurred, shall give written notice of such Indirect Disposition to the Holder and the Eligible Offerees, and such notice (the "Indirect Transaction Notice") will be deemed an irrevocable offer of all Stock owned by the Holder who has effected the Indirect Transaction to the Eligible Offerees to be accepted in accordance with Section 4. In the Indirect Transaction Notice, the Company, on behalf of the Holder ("Offeror"), shall offer ("Offer") to sell all Shares Subject to the Offer to the Eligible Offerees for the Purchase Price; PROVIDED, however, that if the Private Placement shall be effected in whole or in part through the sale of additional shares of Class B Common Stock to any Holder, such transaction shall not be considered an Indirect Transaction. Offers under this Section 3.6 shall (i) be sent by the Company to the Eligible Offerees within five days after receipt of evidence satisfactory to it that an Indirect Disposition has occurred, (ii) contain a description of the transaction in reasonable detail, and (iii) be irrevocable for so long as any Eligible Offeree has the right to purchase any Shares Subject to the Offer.
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Related to Indirect Transaction

  • 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.

  • No Speculative Transactions No Credit Party shall engage in any transaction involving commodity options, futures contracts or similar transactions, except solely to hedge against fluctuations in the prices of commodities owned or purchased by it and the values of foreign currencies receivable or payable by it and interest swaps, caps or collars.

  • Speculative Transactions Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

  • Permitted Transactions The Member is free to engage in any activity on its own or by the means of any entity. The Member’s fiduciary duty of loyalty, as it applies to outside business activities and opportunities, and the “corporate opportunity doctrine,” as such doctrine may be described under general corporation law, is hereby eliminated to the maximum extent allowed by the Act.

  • Exempt Transactions The following transactions shall be exempt from the provisions of this Section 4: (1) any transfer of Shares to or for the benefit of any spouse, child or grandchild of the Participant, or to a trust for their benefit; (2) any transfer pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”); and (3) the sale of all or substantially all of the outstanding shares of capital stock of the Company (including pursuant to a merger or consolidation); provided, however, that in the case of a transfer pursuant to clause (1) above, such Shares shall remain subject to the right of first refusal set forth in this Section 4.